EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

between

GLOBAL TECH INDUSTRIES GROUP, INC,

and

PARABOLIC TECH DMCC

DATED: APRIL 19, 2022

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of this 19th day of April, 2022 (the “Effective Date”), by and among PARABOLIC TECH DMCC, a Dubai corporation (“Buyer”) and GLOBAL TECH INDUSTRIES GROUP, INC., a Nevada corporation (“Seller”).

RECITALS

A. Seller owns and operates “Beyond Blockchain,” a digital currency platform based in the United States, which uses blockchain technology to allow its users to easily and securely access and trade their digital currencies through its web and app interface (collectively, the “Beyond Blockchain Business”).

B. Seller desires to sell and Buyer desires to purchase all the assets of Seller used in the Beyond Blockchain Business, subject to any exclusions set forth in this Agreement, in accordance with the terms and conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and covenants contained herein it is agreed as follows:

1. Defined Terms.

1.1 In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the terms set forth below shall have the respective meanings set forth below.

“Assignment and Assumption Agreement” means the assignment and assumption agreement substantially in the form attached hereto as Exhibit A.

“Bill of Sale” means the bill of sale substantially in the form attached hereto as Exhibit B.

“Business Day” means any day other than a Saturday, Sunday or a day on which federally chartered financial institutions are not open for business in the City of New York, New York.

“Consent” means any consent, approval, authorization, waiver, permit, easement, variance, grant, franchise, concession, agreement, license, exemption, or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including, but not limited to, any Governmental Authority.

“Contract” means any oral, written, or implied contracts, agreements, licenses, instruments, indentures leases, powers of attorney, guaranties, surety arrangements or other commitments of any kind.

“Closing Date” means the date on which the Closing occurs, as provided in Section 5, or such other date as Seller and Buyer shall agree.

“Effective Time” means 12:01 a.m. Eastern Time on the Closing Date.

“Intellectual Property” means any and all United States and non-United States (i) patents (including utility patents, design patents, industrial designs, petit patents, and utility models and original, reissued, reexamined or extensions which are or shall be issued), patent applications (including but not limited to provisionals, non provisionals, continuations, continuations-in-part, divisionals, reexaminations, reissues, substitutes), patent disclosures awaiting filing determination, inventions and improvements thereto; (ii) common law and registered trademarks, service marks, domain names, trade names, trade dress, logos, business and product names, slogans, works-for-hire, and registrations and applications for registration thereof including all associated goodwill; (iii) copyrights (including software) and registrations thereof (including but not limited to those embodied in website layout/text, photographs, marketing materials, information compilations, drawings, or labels); (iv) priority dates and/or the right to claim priority to any of the foregoing in items (i) to (iii); (v) inventions, processes, designs, formulae, procedures, source codes, trade secrets, know-how, industrial models, confidential and technical information, manufacturing, engineering and technical drawings, product specifications, confidential business information, and other proprietary knowledge, including all flow charts, notes, and outlines relating thereto; (vi) intellectual property rights similar to any of the foregoing; (vii) the right to sue for and receive damages for any past infringements, Lanham Act violations, dilutions, or other related violations by third parties of items (i) to (iii); and (viii) copies and tangible embodiments of any of the foregoing relating thereto (in whatever form or medium, including electronic media).

“Intellectual Property Assignment” the intellectual property assignment agreement substantially in the form attached hereto as Exhibit C.

“Governmental Authority” means any nation or government, any state, municipality, or other political subdivision thereof and any entity, body, agency, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Knowledge” means (i) with respect to an individual, knowledge of a particular fact or other matter, if such individual is aware of such fact or other matter, and (ii) with respect to a Person that is not an individual, knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, manager, member, partner, or trustee of such Person (or in any similar capacity) has, or at any time had, knowledge of such fact or other matter.

“Liability” or “Liabilities” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Losses” means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims, losses, demands, judgments, settlements, actions, demands, damages, Liens, encumbrances, obligations and costs and expenses (including interest, court costs and the reasonable fees and costs of attorneys, accountants and other experts).

“Lien” means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or proxy, pre-emptive rights, first refusal rights, participation rights, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

“Material Adverse Effect” means any material adverse effect on the business, condition (financial or otherwise) or results of operation of the applicable entity.

“Person” means any individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental or political subdivision or any agency or institution thereof.

“Proceeding” means an action, claim, demand, suit, proceeding, litigation, arbitration, grievance, citation, summons, subpoena, inquiry, or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity (including actions or proceedings seeking injunctive relief).

“Taxes” means all taxes (whether United States federal, state, local or other non-United States) based upon or measured by income and any other tax whatsoever, including, without limitation, gross receipts, profits, sales, levies, imposts, deductions, charges, rates, duties, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll and social security, employment, excise, stamp duty or property taxes, together with any interest, penalties, charges or fees imposed with respect thereto.

1.2 For the purposes of this Agreement, except to the extent that the context otherwise requires:

2. Assets to be Purchased.

2.1 Purchased Assets. Subject to the terms and the conditions set forth in this Agreement, on the Closing Date, Seller shall sell, transfer and assign to Buyer, and Buyer agrees to purchase, receive and accept from Seller, free and clear of all Liens, all of Seller’s right, title and interest in and to all of the assets of Seller solely related to its Beyond Blockchain Business set forth on Schedule 2.1 (collectively, the “Purchased Assets”).

2.2 Excluded Assets. All of Seller’s right, title and interest in and to all of the assets of Seller related to its Beyond Blockchain Business set forth on Schedule 2.2 shall be excluded from the Purchased Assets.

3. Liabilities.

3.1 Assumed Liabilities. Subject to the terms and conditions set forth herein, and as additional consideration for the sale of the Purchased Assets by Seller to Buyer, at the Closing, Buyer shall assume, pay, perform, and discharge all of the Liabilities of Seller set forth on Schedule 3.1 (collectively, the “Assumed Liabilities”).

3.2 Excluded Liabilities. Notwithstanding the provisions of Section 3.1 or any other provision hereof or any schedule or exhibit hereto, and regardless of any disclosure to Buyer, Buyer shall not assume any Liabilities of Seller other than the Assumed Liabilities.

4. Consideration. As consideration for its purchase of the Purchased Assets, Buyer shall (the “Purchase Price”):

5. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall, subject to the conditions hereof, take place virtually using email or any mutually acceptable cloud-based electronic collaboration service, simultaneous with the execution of this Agreement by the parties and satisfaction of the Closing deliveries pursuant to Sections 5.1 and 5.2.

5.1 Buyer’s Closing Deliveries. On the Closing Date, Buyer shall deliver the following to Seller: (i) the payment required pursuant to Section 4 (i); (iii) the Bill of Sale executed by Buyer; (iv) the Assignment and Assumption Agreement executed by Buyer; (iv) the Intellectual Property Assignment executed by Buyer; and (v) such other documents as Seller may reasonably request.

5.2 Seller’s Closing Deliveries. On the Closing Date, Seller shall deliver the following to Buyer: (i) the Bill of Sale executed by Seller; (ii) the Assignment and Assumption Agreement executed by Seller; (iii) the Intellectual Property Assignment executed by Seller and (iv) such other documents as Buyer may reasonably request.

6. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows (subject to any exclusions, limitations or qualifications set forth in Schedule 6):

6.1 Organization and Qualification. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its Beyond Blockchain Business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Seller is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character or the nature of its Beyond Blockchain Business makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a Material Adverse Effect.

6.2 Authorization. Seller has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.3 Validity and Effect of Agreement. This Agreement has been duly and validly executed and delivered by Seller and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Seller, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

6.4 No Conflict. Neither the execution and delivery of this Agreement by Seller, nor the performance by Seller of its obligations hereunder, nor the consummation of the transactions contemplated hereby, will: (i) conflict with the articles of incorporation or bylaws of Seller or (ii) in connection with the Beyond Blockchain Business, violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Seller, or result in the creation or imposition of any Lien upon the Purchased Assets under, any Contract or any order, judgment or decree to which Seller is a party or by which it or any of its assets or properties is bound or encumbered, other than any such event(s) that would not have a Material Adverse Effect on its obligation to perform its covenants under this Agreement.

6.5 Consents. The execution and delivery of this Agreement by Seller does not, and the performance of this Agreement by Seller will not, require any Consent with respect to the Beyond Blockchain Business except where the failure to obtain such Consent, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller, or would not prevent or materially delay consummation of the transactions contemplated hereby or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

6.6 No Restriction on Transfer. There are no current or past creditors of Seller to whom any law, rule or regulation requires the delivery of notice or from whom any form of consent is required in conjunction with undertaking the transactions contemplated by this Agreement.

6.7 Title to Assets; Liens; Sufficiency. Seller has good and marketable title to, or a valid leasehold interest or license in, as the case may be, and the legal right to use, all of the Purchased Assets, free and clear of any Liens. The Purchased Assets constitute all of the properties and assets required to operate the Beyond Blockchain Business as currently conducted and are sufficient for the continued conduct of the Beyond Blockchain Business immediately after the Effective Time in substantially the manner conducted prior to the Effective Time. All of the Purchased Assets are fully paid for and no Liabilities exist, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in a Liability, including without limitation any liabilities for Taxes that relate to the Purchased Assets.

6.8 Intellectual Property Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE ASSIGNMENT OF THE INTELLECTUAL PROPERTY HEREUNDER IS BEING MADE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER (OTHER THAN AS MAY BE APPILCABLE TO THE INTELLECTUAL PROPERTY IN SECTION 6.7), AND SELLER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM CUSTOM OR TRADE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.9 Litigation. There is no Proceeding pending or threatened against Seller that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect on the Purchased Assets, nor is there any outstanding judgment, decree or injunction, in each case against Seller, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect on the Purchased Assets.

6.10 Taxes. Seller has filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed by it or on behalf of it relating to the Purchase Assets, and each such tax return was complete and accurate in all material respects, and Seller has timely paid (or has had paid on its behalf) all material Taxes due and owing by it under such returns.

6.11 Brokers and Finders. Neither Seller, nor any of its officers, directors, employees, or agents, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the transactions contemplated hereby for which Seller has or could have any liability.

7. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows (subject to any exclusions, limitations or qualifications set forth in Schedule 7):

7.1 Organization and Qualification. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Buyer is duly qualified as a foreign limited liability company to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or license, or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a Material Adverse Effect.

7.2 Authorization. Buyer has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.3 Validity and Effect of Agreement. This Agreement has been duly and validly executed and delivered by Buyer and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Buyer, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

7.4 No Conflict. Neither the execution and delivery of this Agreement by Buyer nor the performance by Buyer of its obligations hereunder, nor the consummation of the transactions contemplated hereby, will: (i) conflict with the certificate of organization or operating agreement of Buyer or (ii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Buyer, or result in the creation or imposition of any Lien upon any properties, assets or business of Buyer under, any Contract or any order, judgment or decree to which Buyer is a party or by which it or any of its assets or properties is bound or encumbered, other than any such event(s) that would not have a Material Adverse Effect on its obligation to perform its covenants under this Agreement.

7.5 Required Filings and Consents. The execution and delivery of this Agreement by Buyer does not, and the performance of this Agreement by Buyer will not, require any Consent with respect to Buyer except where the failure to obtain such Consent would not (i) individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer and (ii) prevent or materially delay consummation of the transactions contemplated hereby or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

7.6 Litigation. There is no Proceeding pending or threatened against Buyer that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect on Buyer’s ability to perform its obligations under this Agreement, nor is there any outstanding judgment, decree, or injunction, in each case against Buyer, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect on Buyer’s ability to perform its obligations under this Agreement.

7.7 Brokers and Finders. Neither Buyer, nor any of its officers, managers, members, employees, or agents, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the transactions contemplated hereby for which Buyer has or could have any liability.

8. Conditions to Obligations of Buyer. The obligations of Buyer hereunder shall be subject to the following:

8.1 All representations and warranties of Seller contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by Seller and regardless of Knowledge or lack thereof on the part of Seller or changes beyond its or his control; as of the Closing, Seller shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by Seller at or before such time by this Agreement.

8.2 The consummation of the transactions contemplated by this Agreement shall have been approved at or prior to the Closing by the managers of Buyer and, if applicable, its members.

8.3 The parties to this Agreement shall have obtained at or prior to the Closing all consents required for the consummation of the transactions contemplated by this Agreement from any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which any of them is a party, or to which any of them or any of their respective businesses, properties, or assets are subject.

8.4 No event shall have occurred that has a Material Adverse Effect on the Purchased Assets.

8.5 Seller shall have delivered all items pursuant to Section 5.2.

9. Condition to Obligations of Seller. The obligations of Seller hereunder shall be subject to the following:

9.1 All representations and warranties of Buyer contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by Buyer and regardless of Knowledge or lack thereof on the part of Buyer or changes beyond its control; as of the Closing, Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by Buyer at or before such time by this Agreement.

9.2 Buyer shall have delivered all items pursuant to Section 5.1.

10. Covenants and Agreements of Seller and Buyer. Seller and Buyer covenant and agree as follows:

10.1 Required Consents.

10.1.1 With respect to any consents required for the assignment of any of the Purchased Assets to Buyer (the “Required Consents”) that are not obtained as of the Closing Date, Seller shall remain obligated to take all commercially reasonable steps following the Closing as necessary to obtain the Required Consents. As each Required Consent is obtained and each required notice is given, Seller shall promptly deliver a copy of such instrument to Buyer. Seller further agrees to respond promptly to all requests for information and documentation made by any party that must consent to the transactions contemplated by this Agreement. If any such consent is not obtained, Seller shall cooperate with Buyer in any commercially reasonable arrangement designed to keep such acquired contracts in effect and shall give Buyer the benefit of such acquired contract including enforcement at the cost and for the account of Buyer of any rights of Seller against the other party thereto.

10.1.2 Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an assignment or an attempted assignment of any contract, lease, license, commitment, agreement or purchase or sale order or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment or attempted assignment thereof, without the consent from a third party thereto, would constitute a material breach thereof or in any way materially adversely affect the rights of Buyer thereunder.

10.1.3 In lieu of the required assignment of any Contract hereunder, Seller may cause the counterparty(ies) to such Contract to enter into a new Contract with Buyer for the services and obiligations thereunder, in form and substance substantially similar to the original Contract and reasonably acceptable to Buyer and Seller.

10.2 Post Closing Delivery of Tokens by Buyer and Related Services.

10.2.1 Buyer shall deliver to Seller (or its designees), in accordance with written delivery instructions to be provided by Seller, 10% of all tokens received by Buyer (or its affiliates) in connection with the first post-closing third-party token offering on the Beyond Blockchain platform. Such tokens shall be delivered to Buyer within ten (10) Business Days after Buyer’s receipt of the tokens and Seller’s written delivery instructions.

10.2.2. Buyer shall deliver to Seller (or its designees), in accordance with written delivery instructions to be provided by Seller, 10% of all tokens issued by Buyer (or its affiliates) in connection with its own initial post-closing proprietary token offering. Such tokens shall be delivered to Buyer within ten (10) Business Days after Buyer’s issuance of the tokens and receipt of Seller’s written delivery instructions.

10.2.3 Buyer shall (a) administer, manage and deliver a third party non-registered token, designated by Seller, to all sharesholders of Seller’s common stock entitled to receive such tokens as determined by a qualified outside company to be retained by Seller; (b) coordinate such efforts with Seller, its transfer agent and qualified company and (c) waive its normal $100,000 fee in connection with the foregoing services.

10.3 Bulk Sales. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales/transfer laws.

11. Liability and Indemnification.

11.1 Survival of Representations and Warranties. The representations and warranties of Seller and Buyer contained in this Agreement will survive the Closing for a period of eighteen (18) months commencing on the Closing Date. Except as otherwise expressly provided in this Agreement, each covenant hereunder to be performed after the Closing shall survive until fully performed.

11.2 Investigation and Knowledge. No party’s rights hereunder (including rights under this Section 11) shall be affected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such party at any time, whether before or after the execution or delivery of this Agreement.

11.3 Indemnification of Buyer by Seller. Seller shall keep and save Buyer and its officers, directors, managers, employees, agents and other representatives (the “Buyer Indemnified Parties”) forever harmless from and shall indemnify and defend the Buyer Indemnified Parties against any and all Losses, to the extent arising or resulting from (i) any breach of any representation or warranty of Seller under this Agreement or any documents delivered pursuant hereto, (ii) any breach or default by Seller of any covenant or agreement of Seller under this Agreement or any documents delivered pursuant hereto, (iii) all Taxes of the Beyond Blockchain Business incurred in or attributable to the period ending or deemed to end on or prior to the Closing Date (except for Taxes to be paid by Buyer pursuant to Section 12.1), and (iv) any claim by a third party with respect to any act or omission of Seller in the operations of the Beyond Blockchain Business, which claim has accrued, arisen, or come into existence at any time prior to the Closing Date. No provision in this Agreement shall prevent Seller from pursuing any of its legal rights or remedies that may be granted to Seller by law against any person or legal entity other than Buyer Indemnified Parties.

11.4 Indemnification of Seller by Buyer. Buyer shall keep and save Seller and Seller’s officers, directors, managers, employees, agents and other representatives (the “Seller Indemnified Parties”) forever harmless from and shall indemnify and defend the Seller Indemnified Parties against any and all Losses, to the extent arising or resulting from (i) any breach of any representation or warranty of Buyer under this Agreement, (ii) any breach or default by Buyer under any covenant or agreement of Buyer under this Agreement, and (iii) any claim by a third party with respect to any act or omission of the Buyer in connection with the operation of the Beyond Blockchain Businesss, which claim has accrued, arisen or come into existence at any time after the Closing Date. No provision in this Agreement shall prevent Buyer from pursuing any of its legal rights or remedies that may be granted to Buyer by law against any person or legal entity other than Seller Indemnified Parties.

11.5 Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, no party shall be liable under this Section for any consequential, punitive, special, incidental or indirect damages, including lost profits.

12. Miscellaneous.

12.1 State Taxes and Local Taxes. Buyer shall be responsible for payment of all state and local sales, use or other taxes which are imposed as a result of the transactions provided for herein.

12.2 Further Assurances. Each party shall, at the request and expense of the requesting party but without further consideration, do, execute, acknowledge, deliver, and file, or shall cause to be done, executed, acknowledged, delivered or filed, all such further acts, deeds, transfers, conveyances, assignments or assurances as may be reasonably requested to consummate the transactions and otherwise fulfill Seller’s and Buyer’s obligations as contemplated by this Agreement.

12.3 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered by personal delivery, Federal Express or comparable overnight service, or certified mail (if such service is not available, then by first class mail), postage prepaid, or by facsimile or electronic mail to the party to whom it is to be given to such address as may be designated from time to time by the relevant party. Any notice sent by certified mail shall be deemed to have been received three Business Days after the date on which it is mailed. All other notices shall be deemed given when received. The address and email of each party is set forth below such party’s signature on the signature page hereto. Any party may give written notice, in accordance with this Section, to the other parties designating another address or Person for receipt of notices hereunder.

12.4 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, contains the entire agreement between the parties to this Agreement with respect to the transactions described in this Agreement, and this Agreement supersedes all other agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof.

12.5 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, each party will pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated by this Agreement.

12.6 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

12.7. Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party to this Agreement.

12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of New York, applicable to agreements made and to be performed entirely within such state, without regard to conflict of laws principles of said state.

12.9 Consent to Jurisdiction and Service of Process. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON- CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN). Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 14.3. Such service of process shall have the same effect as if the party being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction.

12.10 Binding Effect; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this Agreement, nor any right hereunder, may be assigned by any party without the written consent of the other party hereto; provided, however, that Buyer may assign the right this Agreement to an any affiliate of Buyer. Any non-permitted assignment or attempted assignment shall be void.

12.11 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to give any Person not a party hereto any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

12.12 Interpretation. The parties to this Agreement acknowledge that they have been advised of their right to seek the advice of independent legal counsel regarding their legal rights and obligations under the terms of this Agreement, including the tax consequences of this Agreement, and the parties have had the opportunity to seek the advice of independent legal counsel and/or independent tax counsel. As a consequence, the laws or rules relating to the interpretation of contracts against the drafter of any particular clause shall not be applied in this case and therefore each party waives their effects.

12.13 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

12.14 Severability. If any provision of this Agreement shall be held invalid or unenforceable under applicable law in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision of this Agreement that can be given effect without such invalid or unenforceable provision.

{SIGNATURES APPEAR ON FOLLOWING PAGE}

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Signature page to Asset Purchase Agreement]

# # #

SCHEDULES

SCHEDULE 2.1

PURCHASED ASSETS

Intellectual Property (IP)

Non-IP Assets

SCHEDULE 2.2

EXCLUDED ASSETS

All of Seller’s right, title and interest of every kind and nature in and to all of the following assets and properties owned, leased or licensed by Seller as of the Effective Time shall be excluded from the Purchased Assets:

Any and all assests, operations, work-product, intellectual property and other assets related to the non-Beyond Blockchain operations of the Seller.

SCHEDULE 3.1

ASSUMED LIABILITIES

Buyer shall assume, and shall from the Closing Date thereafter pay, perform, and discharge as provided the following Liabilities of Seller:

SCHEDULE 6

EXCEPTIONS TO SELLER’S REPRESENTATION’S AND WARRANTIES

Section 6.7 - The Alt 5 payables, as described in Schedule 3.1

SCHEDULE 7

EXCEPTIONS TO BUYER’S REPRESENTATION’S AND WARRANTIES

NONE

EXHIBIT A

ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 10.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated April 19, 2022, is between GLOBAL TECH INDUSTRIES GROUP, INC. (“Assignor”), and PARABOLIC TECH DMCC (“Assignee”). Assignor and Assignee are sometimes collectively referred to as the “Parties” and individually referred to as a “Party”.

WHEREAS, pursuant to that certain Asset Purchase Agreement dated April 19, 2022 by and between Assignor and Assignee (the “Asset Purchase Agreement”), Assignor desires to assign its rights and obligations (the “Assumed Assets”), and Assignee desires to assume Assignor’s rights and obligations, under the Contracts listed or described on Exhibit A hereto (the “Assumed Liabilities”) pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:

(a) Capitalized Terms. Capitalized terms used in this Agreement shall, unless defined herein, have the meaning given to such terms in the Asset Purchase Agreement.

(c) Effective Time. This Agreement and the assignment and assumption provided for in this Agreement shall be effective at the Effective Time.

(d) Assignment by Assignor. As of the Effective Time, Assignor hereby transfers, assigns, conveys and delivers to Assignee, all of its rights under the Assumed Assets and all obligations under the Assumed Liabilities.

(e) Assumption by Assignee. Assignee hereby fully and completely assumes and agrees to perform all of Assignor’s duties, liabilities, and obligations under the Assumed Liabilities (i) arising from and after the Effective Time and (ii) arising in connection with the Alt 5 Payables described in Exhibit A of this Agreement.

(f) Counterparts; Further Assurances. The Parties may execute this Agreement in any number of counterparts, separately or together. The Parties shall from time to time execute and deliver to each other such other documents, in form and substance satisfactory to the other, as may be necessary or appropriate to more fully accomplish the assignment and assumption contemplated hereby.

(g) Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part hereof; the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

(h) Successors. This Assignment shall inure to the benefit of and is binding upon the respective successors and permitted assigns of Assignor and Assignee.

(i) Entire Agreement, Etc. This Agreement and the Asset Purchase Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the Asset Purchase Agreement, the Asset Purchase Agreement shall control.

(j) Governing Law; Venue. This Agreement and the rights and obligations of the Parties shall be governed by, construed, and enforced in accordance with laws of New York without giving effect to the conflict of laws rules thereof.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement to be effective as of the Effective Time.

EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSUMED LIABILITIES

EXHIBIT B

BILL OF SALE

BILL OF SALE

This Bill of Sale (the “Bill of Sale”) is made and entered into by and between GLOBAL TECH INDUSTRIES GROUP, INC. (“Seller”), and PARABOLIC TECH DMCC (“Buyer”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Asset Purchase Agreement dated April 19, 2022 (the “Asset Purchase Agreement”) by and between Seller and Buyer, Seller is conveying to Buyer all rights, title and interests of Seller in and to any and all Purchased Assets (as such term is defined in the Asset Purchase Agreement) “as is,” and “where is.”

NOW, THEREFORE, in consideration of the mutual promises contained in the Asset Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged and confessed by Seller, effective as the Effective Time, Seller does hereby ASSIGN, TRANSFER, SET OVER, CONVEY, and DELIVER to Buyer, its successors and assigns, all of its rights, title, and interests in and to the Purchased Assets.

TO HAVE AND TO HOLD the Purchased Assets unto Buyer, its successors and assigns, forever, free and clear of all liens, security interests and encumbrances, so that neither Seller, its successors or assigns or any third parties shall have, claim or demand any right or title thereto as of the Effective Time.

Seller and Buyer may execute this Bill of Sale in any number of counterparts, separately or together.

Except as provided in the Asset Purchase Agreement, this is the final and exclusive expression of the agreement of Seller and Buyer as to the subject matter hereof, and no course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in this Bill of Sale. In the event of a conflict between the terms of this Bill of Sale and the Asset Purchase Agreement, the Asset Purchase Agreement shall control. Capitalized terms used in this Bill of Sale shall, unless defined herein, have the meanings given to such terms in the Asset Purchase Agreement.

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IN WITNESS WHEREOF, Seller and Buyer have executed this Bill of Sale to be effective as of the Effective Time.

EXHIBIT A TO BILL OF SALE

PURCHASED ASSETS

Intellectual Property (IP)

Non-IP Assets

EXHIBIT C

INTELLECTUAL PROPERTY ASSIGNMENT

EXHIBIT 10.3

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “IP Assignment”), dated as of April 19, 2022, between GLOBAL TECH INDUSTRIES GROUP, INC., a corporation organized under the laws of the state of Nevada (“Assignor”) and PARABOLIC TECH DMCC, a Dubai corporation organized under the laws of Dubai (“Assignee”). Capitalized terms used herein without definition shall have the meanings ascribed them in the Asset Purchase Agreement.

RECITALS

WHEREAS, Assignor and Assignee are parties to a certain Asset Purchase Agreement, dated as of April 19, 2022 (the “Asset Purchase Agreement”), pursuant to which, among other things, Assignor agreed to sell, and Assignee agreed to purchase, certain assets of Assignor related to the Beyond Blockchain Business as more particularly set forth in the Asset Purchase Agreement;

WHEREAS, it is a condition to the Closing of the Asset Purchase Agreement that Assignor enters into this Assignment to transfer to Assignee the Intellectual Property included as part of the Purchased Assets, as more particularly set forth in Exhibit A attached hereto (the “Assigned IP”);

WHEREAS, Assignee desires to purchase or acquire all Assignor’s right, title and interest in and to the Assigned IP;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Asset Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment. Assignor hereby sells, transfers, conveys, assigns and delivers to Assignee, and Assignee accepts all right, title and interest of Assignor in and to, the Assigned IP, including the right to claim priority, the right to sue and receive damages for any past infringements and all goodwill associated with the assigned trademarks, service marks, trade dress and the like.

2. Relationship with the Asset Purchase Agreement. This IP Assignment is intended to evidence the consummation of the transactions contemplated by the Asset Purchase Agreement. This IP Assignment is made without representation or warranty except as provided in and by the Asset Purchase Agreement. This IP Assignment is in all respects subject to the provisions of the Asset Purchase Agreement and is not intended in any way to supersede, limit or qualify any provision of the Asset Purchase Agreement, except that the Schedules attached to this Assignment shall take precedence over the schedules to the Asset Purchase Agreement for purposes of this Assignment.

3. Further Assurances and Assistance. (a) Upon prior written request by Assignee and at Assignee’s expense, Assignor agrees to perform any and all acts and execute any and all documents in such manner and at such location as may be required by Assignee in its discretion to: (i) protect, perfect or enforce any of the rights, privileges and entitlements granted or promised to Assignee under this IP Assignment and (ii) enable Assignee to pursue or prosecute any application, registration or other filing in respect of the Assigned IP in favor of Assignee or such other party as Assignee may designate, including, without limitation, signing and executing any formal assignment or other related documents as may be required by any relevant intellectual property registries anywhere in the world.

(b) If Assignor shall have failed, following 5 days’ written notice from Assignee, to perform any act or execute any document referred to in this Section 3 (a) above, Assignee shall have the right to do so in the place and stead of Assignor as its lawfully appointed attorney-in-fact and Assignor hereby irrevocably appoints Assignee as its attorney-in-fact for such purposes.

(c) Assignor undertakes to reasonably cooperate with Assignee in any proceedings for infringement of any Assigned IP, including providing such information as Assignee may reasonably request, provided that Assignee shall reimburse Assignor for any costs or expenses incurred by Assignor in providing such cooperation.

4. Counterparts. The Parties may execute this IP Assignment in any number of counterparts, separately or together.

5. Severability. If any provision of this IP Assignment is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this IP Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part hereof. The remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this IP Assignment a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

6. Successors. This Assignment shall inure to the benefit of and is binding upon the respective successors and permitted assigns of Assignor and Assignee.

7. Entire Agreement, Etc. This IP Assignment and the Asset Purchase Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. In the event of a conflict between the terms of this IP Assignment and the Asset Purchase Agreement, the Asset Purchase Agreement shall control.

8. Governing Law. This Assignment shall be governed by and construed in accordance with (i) the laws of the United States, in respect to trademark, copyright, and patent issues, and (ii) in all other respects, including as to validity (except for patent, copyright, and trademark issues), interpretation and effect, by the laws of the State of New York without giving effect to the conflict of laws rules thereof.

{Signatures Appear on Following Page

IN WITNESS WHEREOF, Assignor and Assignee caused this Assignment to be duly executed as of the date first written above.

EXHIBIT A TO INTELLECTUAL PROPERTY

ASSIGNMENT AGREEMENT

ASSIGNED IP