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FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022
NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the
28th day of February 2021 by and between GLOBAL TECH INDUSTRIES GROUP, INC.
(“GTII”) on the OTC:QB, a Nevada corporation, (the “Buyer” or “Company”), and GOLD
TRANSACTIONS INTERNATIONAL, INC. (“GTI” or “Seller”), a Utah corporation, with
respect to the following facts:
RECITALS
A. GTI is engaged in the business of buying and selling gold internationally through
its license agreement (the “License Agreement”) to a private network of gold
entities, including entities registered as members in the Dubai Multi Commodities
Center (“DMCC”), a free trade zone located in Dubai (the “Business”). Funds
available among the entities and GTI are combined to purchase gold
internationally and to transport, assay and refine it in Dubai.
B. The Company desires to acquire from GTI and GTI desires to sell to the Company
100% of the total issued and outstanding stock of GTI in exchange for six million
6,000,000 shares of the Company’s common stock (“Common Stock”).
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged by the parties to this Agreement, and in light of the above
recitals to this Agreement, the parties to this Agreement hereby agree as follows:
1. SALE AND PURCHASE
1.1 Sale and Purchase of Stock. In consideration for the Purchase Price (as defined
in Section 1.2 of this Agreement) and the other covenants of the Company in this Agreement,
GTI hereby agrees to convey to the Company 10,000,000 shares of its common stock (the “GTI
Stock”) on the Closing Date (as defined in Section 5.1 of this Agreement), which will represent
100% of the total issued and outstanding stock of GTI at the closing ..
1.2 Purchase Price. As consideration for the sale by GTI of the shares of GTI Stock
to the Company on the Closing Date (as defined in Section 5.1 of this Agreement), the Company
will pay to GTI an amount (the “Purchase Price”) equal to (1) 3,000,000 Shares of the
Company’s Common Stock (restricted under Rule 144) (the “Stock Payment”), issuable at
closing subject to escrow (2) an additional 3,000,000 Shares (restricted under Rule 144)
included in the Stock Payment (collectively, the “Shares”), all subject to the conditions and
adjustments described in Sections 1.2(b) and 1.2(c) of this Agreement. Unless registered under
the Securities Act of 1933, as amended, prior to issuance to Seller, the Shares will bear the
following legend:
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“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.”
(a) Payment of Purchase Price. The Purchase Price will be paid as follows:
(1) The issuance of 3,000,000 shares of the Company’s common stock upon execution of
the Agreement, subject to escrow, and (2) an additional 3,000,000 shares of the
Company’s common stock, to be deposited in escrow within six (6) months of the closing
date, unless provided otherwise herein.
(b) Purchase Price Allocations. The parties agree that the 6,000,000 shares
are valued at six million dollars ($6,000,000) and will be allocated to the License
Agreement and other intangible assets of GTI.
(c) Escrow. All Shares The parties agree that all six million shares of
common stock of the buyer to be issued by the buyer to GTI as the Purchase Price, shall
be deposited in an escrow account to be released to GTI upon achieving the following
milestones: GTI achieves Qualified Revenue of an average of 4% per month of GTII
funds advanced into the network, with gross profit of at least 2% per month of advanced
funds sustained throughout the 2021 calendar year. The Buyer, in its sole discretion, has
the right to terminate the escrow account and the agreement, and receive a return of all
shares in the escrow account for redemption and cancellation if such milestones are not
achieved by December 31, 2021.
(i) The Parties acknowledge and agree that the covenants, obligations,
and performance metrics contemplated by this Section 1.2 (c) are a material term
of this Agreement without which the Company would not be willing to enter into
this Agreement. Any breach of this provisions by GTI constitutes a material
breach of this Agreement.
2. Qualified Revenue.
For purposes of this Agreement, “Qualified Revenue” means actual gross revenue
attributable to GTI’s Customer Agreements, as determined by Generally Accepted Accounting
Principles (“GAAP”), (i) excluding any revenue derived from the Company, (ii) prior to any
taxes and (iii) after any credits, discounts or disputed amounts. For purposes of this Agreement,
Gross Profit is net revenue calculated pursuant to GAAP, net of all direct costs including but not
limited to commissions.
3. Representations and Warranties of Seller.
Seller represents and warrants to Buyer as follows:
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3.1 Power and Authority; Binding Nature of Agreement. GTI has full power and
authority to enter into this Agreement and to perform their obligations hereunder. The execution,
delivery, and performance of this Agreement by GTI has been duly authorized by all necessary
action on its part. Assuming that this Agreement is a valid and binding obligation of each of the
other parties hereto, this Agreement is a valid and binding obligation of GTI.
3.2 Subsidiaries. There is no corporation, general partnership, limited partnership,
joint venture, association, trust or other entity or organization that GTI directly or indirectly
controls or in which GTI directly or indirectly owns any equity or other interest.
3.3 Good Standing. GTI (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, (ii) has all necessary power and
authority to own its assets and to conduct its business as it is currently being conducted, and (iii)
is duly qualified or licensed to do business and is in good standing in every jurisdiction (both
domestic and foreign) where such qualification or licensing is required.
3.4 Charter Documents and Corporate Records. GTI has delivered to Buyer
complete and correct copies or provided Buyer with the right to inspect true and complete copies
of all (i)the articles of incorporation, bylaws and other charter or organizational documents of
GTI, including all amendments thereto, (ii)the stock records of GTI, and (iii)the minutes and
other records of the meetings and other proceedings of the shareholders and directors of GTI.
GTI is not in violation or breach of (i) any of the provisions of its articles of incorporation,
bylaws or other charter or organizational documents, or (ii) any resolution adopted by its
shareholders or directors. There have been no meetings or other proceedings of the shareholders
or directors of GTI that are not fully reflected in the appropriate minute books or other written
records of GTI.
3.5 Capitalization. The authorized capital stock of GTI consists of 20,000,000
shares of common stock, no par value per share, of which 10,000,000 shares are issued and
outstanding, and 30,000,000 shares of preferred stock, no par value, none of which are issued or
outstanding. All of the outstanding shares of the capital stock of GTI are validly issued, fully
paid and nonassessable, and have been issued in full compliance with all applicable federal,
state, local and foreign securities laws and other laws.
3.6 Absence of Changes. Except as otherwise set forth on Schedule 3.7 hereto or
otherwise disclosed to Buyer in writing prior to the Closing:
(a) There has not been any material adverse change in the business, condition,
assets, operations or prospects of GTI and no event has occurred or, to GTI’s knowledge,
is expected to occur after the Closing that might have a material adverse effect on the
business, condition, assets, operations or prospects of GTI.
(b) GTI has not (i) declared, set aside or paid any dividend or made any other
contribution in respect of any shares of capital stock, nor (ii) repurchased, redeemed or
otherwise reacquired any shares of capital stock or other securities.
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(c) GTI has not sold or otherwise issued any shares of capital stock or any
other securities, except for 10,000,000 shares of common stock issued upon its formation,
which will be redeemed and cancelled upon the Closing, as provided in Section 5.1 of
this Agreement. And replaced by 10,000,000 issued to the buyer at the closing and placed
into escrow subject the same milestones.
(d) GTI has not amended its articles of incorporation, bylaws or other charter
or organizational documents, nor has it effected or been a party to any merger,
recapitalization, reclassification of shares, stock split, reverse stock split, reorganization
or similar transaction.
(e) GTI has not formed any subsidiary or contributed any funds or other assets
to any subsidiary. (f) GTI has not purchased or otherwise acquired any assets, nor has it
leased any assets from any other person, other than the License Agreement, except in the
ordinary course of business consistent with past practice.
(g) GTI has not made any capital expenditure outside the ordinary course of
business or inconsistent with past practice, or in an amount exceeding ten thousand
dollars ($10,000) singly or in excess of fifty thousand dollars ($50,000) in the aggregate,
without Buyer’s consent.
(h) GTI has not sold or otherwise transferred any assets to any other person,
except in the ordinary course of business consistent with past practice and at a price equal
to the fair market value of the assets transferred.
(i) There has not been any loss, damage or destruction to any of the properties
or assets of GTI (whether or not covered by insurance).
(j) GTI has not written off as uncollectible any indebtedness or accounts
receivable, except for write offs that were made in the ordinary course of business
consistent with past practice and that involved less than $60,000 singly and less than
$115,000 in the aggregate.
(k) GTI has not leased any assets to any other person except in the ordinary
course of business consistent with past practice and at a rental rate equal to the fair rental
value of the leased assets.
(l) GTI has not mortgaged, pledged, hypothecated or otherwise encumbered
any assets, except in the ordinary course of business consistent with past practice.
(m) GTI has not entered into any contract, or incurred any debt, liability or
other obligation (whether absolute, accrued, contingent or otherwise), except for (i) the
License Agreement, (ii) contracts that were entered into in the ordinary course of
business consistent with past practice and that have terms of less than six months and do
not contemplate payments by or to GTI which will exceed, over the term of the contract,
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ten thousand dollars ($10,000) in the aggregate, and (ii) current liabilities incurred in the
ordinary course of business consistent with the past practice.
(n) GTI has not made any loan or advance to any other person, except for
advances that have been made to customers in the ordinary course of business consistent
with past practice and that have been properly reflected as “accounts receivables.”
(o) Other than annual raises or bonuses paid or provided consistent with past
business practices, GTI has not paid any bonus to, or increased the amount of the salary,
fringe benefits or other compensation or remuneration payable to, any of the directors,
officers or employees of GTI.
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(p) No contract or other instrument to which GTI is or was a party or by
which GTI or any of its assets are or were bound has been amended or terminated, except
in the ordinary course of business consistent with past practice.
(q) GTI has not discharged any lien or discharged or paid any indebtedness,
liability or other obligation, except for current liabilities that (i) are reflected in the GTI
Financial Statements as of December 31, 2020 or have been incurred since December 31,
2020 in the ordinary course of business consistent with past practice, and (ii) have been
discharged or paid in the ordinary course of business consistent with past practice.
(r) GTI has not forgiven any debt or otherwise released or waived any right or
claim, except in the ordinary course of business consistent with past practice.
(s) GTI has not changed its methods of accounting or its accounting practices
in any respect.
(t) GTI has not entered into any transaction outside the ordinary course of
business or inconsistent with past practice, except the License Agreement.
(u) GTI has not agreed or committed (orally or in writing) to do any of the
things described in clauses (b) through (t) of this Section 3.7.
3.7 Absence of Undisclosed Liabilities. GTI has no debt, liability or other
obligation of any nature (whether due or to become due and whether absolute, accrued,
contingent or otherwise) that is not reflected or reserved against in the GTI Financial Statements
as of December 31, 2020, except for obligations incurred since December 31, 2020 in the
ordinary and usual course of business consistent with past practice.
3.8 Contracts.
(a) GTI has delivered to Buyer a complete and accurate list and provided
Buyer with true and complete copies of all contracts or agreements of GTI which are (i)
material to the Business as currently conducted, including but not limited to the License
Agreement; (ii) are subject to default or termination upon a change in control of GTI; (iii)
create a partnership or joint venture; (iv) impose a noncompetition obligation on GTI, or
an officer, director or employee thereof; or (v) relating to the employment of any
individual on a full-time, part-time, consulting, or other basis (collectively, “Material
Contracts”).
(b) To the best of Seller’s knowledge, each Material Contract is in full force
and effect and is valid and enforceable in accordance with its terms.
(c) To GTI’s knowledge, no event has occurred, or circumstance exists that
may contravene, conflict with or result in a violation or breach of, or give any party to a
Material Contract the right to declare a default or exercise any remedy thereunder, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify any Material
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Contract.
(d) Neither GTI nor any of its affiliates have received any written notice
regarding any actual, alleged or potential violation or breach of, or default under, any
Material Contract which has not been entirely cured.
3.9 Accounts Receivable. Except as otherwise disclosed in writing to Buyer prior to
the Closing, all of GTI’s accounts receivable represent valid obligations arising from sales
actually made or services actually performed in the ordinary course of Business and have been
collected or are collectible in the lawful and ordinary course of business as heretofore conducted,
subject to the reserve for bad debt recorded on the GTI Financial Statements.
3.10 GTI Assets.
(a) The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby will not result in a breach of the terms and
conditions of, or result in a loss of rights under, or result in the creation of any lien,
charge or encumbrance upon, any of the assets of the Business, including but not limited
to the License Agreement.
(b) GTI has good and marketable title to all of its assets, free and clear of all
mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, except as
expressly disclosed in writing by Seller to Buyer prior to the Closing Date.
(c) GTI owns all copyrights, trademarks, and tradenames related to the
Business and the use of such copyrights, trademarks, and tradenames has not and will not
infringe on the rights of any third party.
(d) GTI’s assets are not subject to any material liability, absolute or
contingent, which has not been disclosed by Seller to Buyer in writing prior to the
Closing Date nor is GTI subject to any liability, absolute or contingent, which has not
been disclosed to and acknowledged by Buyer in writing prior to the Closing Date.
(e) Seller has provided to Buyer in writing an accurate description of all of the
assets of GTI or used in the business of GTI.
(f) To the best of Seller’s knowledge, Seller has provided to Buyer in writing
a list of all contracts, agreements, licenses, leases, arrangements, commitments and other
undertakings to which GTI is a party or by which it or its property is bound. Except as
specified by Seller to Buyer in writing prior to the Closing Date, to the best of Seller’s
knowledge all of such contracts, agreements, leases, licenses and commitments are valid,
binding and in full force and effect.
(g) All of the machinery, equipment, furniture and fixtures as of the Closing
Date will be in the same condition as on the date of this Agreement, normal wear and tear
excepted. GTI hereby conveys to Buyer (to the extent it is able under the applicable
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warranty documents) any and all product warranty or similar rights that GTI may have
against third parties in respect of the condition of any assets.
3.11 Compliance With Laws; Licenses and Permits. GTI is not in violation of, nor
has it failed to conduct its business in full compliance with, any applicable federal, state, local or
foreign laws, regulations, rules, treaties, rulings, orders, directives or decrees. GTI has delivered
to Buyer a complete and accurate list and provided Buyer with the right to inspect true and
complete copies of all of the licenses, permits, authorizations and franchises to which GTI is
subject and all said licenses, permits, authorizations and franchises are valid and in full force and
effect. Said licenses, permits, authorizations and franchises constitute all of the licenses, permits,
authorizations and franchises necessary to permit GTI to conduct itsbusiness in the manner in
which itis now being conducted, and GTI is not in violation or breach of any of the terms,
requirements or conditions of any of said licenses, permits, authorizations or franchises.
3.12 Taxes. Except as disclosed herein, to GTI’s knowledge, GTI has accurately and
completely filed with the appropriate United States state, local and foreign governmental
agencies all tax returns and reports required to be filed (subject to permitted extensions
applicable to such filings), and has paid or accrued in full all taxes, duties, charges, withholding
obligations and other governmental liabilities as well as any interest, penalties, assessments or
deficiencies, if any, due to, or claimed to be due by, any governmental authority (including taxes
on properties, income, franchises, licenses, sales and payrolls). (All such items are collectively
referred to herein as “Taxes”). The GTI Financial Statements fully accrue or reserve all current
and deferred taxes. GTI is not a party to any pending action or proceeding, nor is any such
action or proceeding threatened by any governmental authority for the assessment or collection
of Taxes. No liability for taxes has been incurred other than in the ordinary course of business.
There are no liens for Taxes except for liens for property taxes not yet delinquent. GTI is not a
party to any Tax sharing, Tax allocation, Tax indemnity or statute of limitations extension or
waiver agreement and in the past year has not been included on any consolidated combined or
unitary return with any entity other than GTI. GTI has duly withheld from each payment made
to each person from whom such withholding is required by law the amount of all Taxes or other
sums (including but not limited to United States federal income taxes, any applicable state or
municipal income tax, disability tax, unemployment insurance contribution and Federal
Insurance Contribution Act taxes) required to be withheld therefrom and has paid the same to the
proper tax authorities prior to the due date thereof. To the extent any Taxes withheld by GTI
have not been paid as of the Closing Date because such Taxes were not yet due, such Taxes will
be paid to the proper tax authorities in a timely manner. All Tax returns filed by the GTI are
accurate and comply with and were prepared in accordance with applicable statutes and
regulations.
3.13 Environmental Compliance Matters. To the best of the knowledge of GTI,
without conducting any study or independent investigation, GTI has at all relevant times with
respect to the Business been in material compliance with all environmental laws, and has
received no potentially responsible party notices or similar notices from any governmental
agencies or private parties concerning releases or threatened releases of any “hazardous
substance” as that term is defined under 42 U.S.C. 960(1)(14).
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3.14 Compensation. Since January 1, 2020, GTI has not paid or committed to pay to
or for the benefit of any of its officers or directors any compensation of any kind other than
wages, salaries and benefits at times and rates in effect on January 1, 2020, subject to wage
increases of less than ten percent paid or payable to employees other than officers and directors,
nor have they effected or agreed to effect any amendment or supplement to any employee profit
sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical
reimbursement, life insurance, deferred compensation or any other employee benefit plan or
arrangement. GTI does not have any bonus plan or obligations with respect to any bonus plan.
GTI has provided Buyer with a full and complete list of all officers, directors, employees and
consultants of GTI as of the date hereof, specifying their names and job designations, their dates
of hire, the total amount paid or payable as wages, salaries or other forms of direct
compensation, and the basis of such compensation, whether fixed or commission or a
combination thereof.
3.15 No Default.
(a) Each of the contracts, agreements or other instruments of GTI and each of
the standard Customer Agreements or contracts of GTI is a legal, binding and enforceable
obligation by or against GTI, subject to the effect of applicable bankruptcy, insolvency,
reorganization, moratorium or other similar federal or state laws affecting the rights of
creditors and the effect or availability of rules of law governing specific performance,
injunctive relief or other equitable remedies (regardless of whether any such remedy is
considered in a proceeding at law or in equity). No party with whom GTI has an
agreement or contract is in default thereunder or has breached any terms or provisions
thereof which is material to the conduct of GTI’s business.
(b) GTI has performed, or is now performing, the obligations of, and GTI is
not in material default (or would by the lapse of time and/or the giving of notice be in
material default) in respect of, any contract, agreement or commitment binding upon it or
its assets or properties and material to the conduct of its Business. No third party has
raised any claim, dispute or controversy with respect to any of the executory contracts of
GTI, nor has GTI received notice of warning of alleged nonperformance, delay in
delivery or other noncompliance by GTI with respect to its obligations under any of those
contracts, nor are there any facts which exist indicating that any of those contracts may be
totally or partially terminated or suspended by the other parties thereto.
3.16 Business and Customers. GTI has provided Buyer a complete and accurate list
and provided Buyer with the right to inspect true and complete copies of (a) a written list of all
its customers as of the Closing Date, (b) the amount for which each such customer was invoiced
during the twelve-month period ending December 31, 2020, and (c) the expiration date of the
GTI’s contracts with such customers. Except as otherwise disclosed to Buyer in writing, GTI
has received no notice and, has no reason to believe, that any significant customer of GTI (i) has
ceased, or will cease, to use the products, goods, or services of GTI, (ii) has substantially
reduced, or will substantially reduce, the use of products, goods, or services of GTI or (iii) has
sought, or is seeking, to reduce the price it will pay for products, goods, or services of GTI,
including in each case after the consummation of the transactions contemplated hereby. No
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customer of GTI described in clause (a) of this section has otherwise threatened to take any
action described in the preceding sentence as a result of the consummation of the transactions
contemplated by this Agreement.
3.17 Suppliers. GTI has provided Buyer with (a) the names of all suppliers from
which GTI ordered inventories and other products, goods, and services with an aggregate
purchase price for each such supplier of $10,000 or more during the twelve-month period ended
December 31, 2020 and (b) the amount for which each such supplier invoiced GTI during such
period. GTI has not received any notice from any such supplier indicating that there is or will be
a material change in the price of such items or services, and has no reason to believe that there
will be any such material change in the price of such items or services, or that any such supplier
(other than Buyer) will not sell such items to GTI at any time after the Closing Date on terms and
conditions similar to those used in its current sales to GTI, subject to general and customary
price increases. No supplier to GTI described in clause (a) of the first sentence of this section
has otherwise threatened to take any action described in the preceding sentence as a result of the
consummation of the transactions contemplated by this Agreement.
3.18 Product Warranties. Except as otherwise disclosed in writing to Buyer prior to
the Closing and for warranties under applicable law, (a) there are no warranties, express or
implied, written or oral, with respect to the products of GTI, (b) there are no pending or
threatened claims with respect to any such warranty, and (c) GTI has no, and after the Closing
Date, will have no, liability with respect to any such warranty, whether known or unknown,
absolute, accrued, contingent, or otherwise and whether due or to become due, other than
customary returns in the ordinary course of business that are fully reserved against in the GTI
Financial Statements.
3.19 Proprietary Rights.
(a) GTI has provided Buyer in writing a complete and accurate list and
provided Buyer with the right to inspect true and complete copies of all software, patents
and applications for patents, trademarks, trade names, service marks, and copyrights, and
applications therefor, owned or used by GTI or in which ithas any rights or licenses,
except for software used by GTI and generally available on the commercial market. GTI
has provided Buyer with a complete and accurate description of all agreements or
provided Buyer with the right to inspect true and complete copies of all agreements of
GTI with each officer, employee or consultant of GTI providing GTI with title and
ownership to patents, patent applications, trade secrets and inventions developed or used
by GTI in its business. To GTI’s knowledge, all of such agreements are valid,
enforceable and legally binding, subject to the effect or availability of rules of law
governing specific performance, injunctive relief or other equitable remedies (regardless
of whether any such remedy is considered in a proceeding at law or in equity).
(b) GTI owns or possesses licenses or other rights to use all computer
software, software programs, patents, patent applications, trademarks, trademark
applications, trade secrets, service marks, trade names, copyrights, inventions, drawings,
designs, customer lists, propriety know-how or information, or other rights with respect
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thereto (collectively referred to as “Proprietary Rights”), used in the business of GTI, and
the same are sufficient to conduct GTI’s business as it has been and is now being
conducted.
(c) To GTI’s knowledge, the operations of GTI do not conflict with or
infringe, and no one has asserted to GTI that such operations conflict with or infringe on
any Proprietary Rights owned, possessed or used by any third party. There are no
claims, disputes, actions, proceedings, suits or appeals pending against GTI with respect
to any Proprietary Rights, and to the knowledge of the management of GTI none has
been threatened against GTI. To the best knowledge of the management of GTI there
are no facts or alleged fact which would reasonably serve as a basis for any claim that
GTI does not have the right to use, free of any rights or claims of others, all Proprietary
Rights in the development, manufacture, use, sale or other disposition of any or all
products or services presently being used, furnished or sold in the conduct of the
business of GTI as it has been and is now being conducted.
(d) To GTI’s knowledge, no employee of GTI is in violation of any term of
any employment contract, proprietary information and inventions agreement, non-
competition agreement, or any other contract or agreement relating to the relationship of
any such employee with GTI or any previous employer.
3.20 Insurance. GTI has provided Buyer with a complete and accurate list of all
policies of insurance and provided Buyer with the right to inspect true and complete copies of all
policies of insurance to which GTI is a party or is a beneficiary or named insured as of the
Closing Date. GTI has in full force and effect, with all premiums due thereon paid, the policies
of insurance set forth therein. All the insurable properties of GTI are insured in amounts and
coverage and against risks and losses which are adequate and usually insured against by persons
holding or operating similar properties in similar businesses. There were no claims in excess of
$10,000 asserted or currently outstanding under any of the insurance policies of GTI in respect of
all motor vehicle, general liability, errors and omissions, workers compensation, and medical
claims during the calendar year ending on December 31, 2020.
3.21 Labor Relations. None of the employees of GTI are represented
Preview
FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 28th day of February 2021 by and between GLOBAL TECH INDUSTRIES GROUP, INC. (“GTII”) on the OTC:QB, a Nevada corporation, (the “Buyer” or “Company”), and GOLD TRANSACTIONS INTERNATIONAL, INC. (“GTI” or “Seller”), a Utah corporation, with respect to the following facts: RECITALS A. GTI is engaged in the business of buying and selling gold internationally through its license agreement (the “License Agreement”) to a private network of gold entities, including entities registered as members in the Dubai Multi Commodities Center (“DMCC”), a free trade zone located in Dubai (the “Business”). Funds available among the entities and GTI are combined to purchase gold internationally and to transport, assay and refine it in Dubai. B. The Company desires to acquire from GTI and GTI desires to sell to the Company 100% of the total issued and outstanding stock of GTI in exchange for six million 6,000,000 shares of the Company’s common stock (“Common Stock”). NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, and in light of the above recitals to this Agreement, the parties to this Agreement hereby agree as follows: 1. SALE AND PURCHASE 1.1 Sale and Purchase of Stock. In consideration for the Purchase Price (as defined in Section 1.2 of this Agreement) and the other covenants of the Company in this Agreement, GTI hereby agrees to convey to the Company 10,000,000 shares of its common stock (the “GTI Stock”) on the Closing Date (as defined in Section 5.1 of this Agreement), which will represent 100% of the total issued and outstanding stock of GTI at the closing .. 1.2 Purchase Price. As consideration for the sale by GTI of the shares of GTI Stock to the Company on the Closing Date (as defined in Section 5.1 of this Agreement), the Company will pay to GTI an amount (the “Purchase Price”) equal to (1) 3,000,000 Shares of the Company’s Common Stock (restricted under Rule 144) (the “Stock Payment”), issuable at closing subject to escrow (2) an additional 3,000,000 Shares (restricted under Rule 144) included in the Stock Payment (collectively, the “Shares”), all subject to the conditions and adjustments described in Sections 1.2(b) and 1.2(c) of this Agreement. Unless registered under the Securities Act of 1933, as amended, prior to issuance to Seller, the Shares will bear the following legend: -1- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (a) Payment of Purchase Price. The Purchase Price will be paid as follows: (1) The issuance of 3,000,000 shares of the Company’s common stock upon execution of the Agreement, subject to escrow, and (2) an additional 3,000,000 shares of the Company’s common stock, to be deposited in escrow within six (6) months of the closing date, unless provided otherwise herein. (b) Purchase Price Allocations. The parties agree that the 6,000,000 shares are valued at six million dollars ($6,000,000) and will be allocated to the License Agreement and other intangible assets of GTI. (c) Escrow. All Shares The parties agree that all six million shares of common stock of the buyer to be issued by the buyer to GTI as the Purchase Price, shall be deposited in an escrow account to be released to GTI upon achieving the following milestones: GTI achieves Qualified Revenue of an average of 4% per month of GTII funds advanced into the network, with gross profit of at least 2% per month of advanced funds sustained throughout the 2021 calendar year. The Buyer, in its sole discretion, has the right to terminate the escrow account and the agreement, and receive a return of all shares in the escrow account for redemption and cancellation if such milestones are not achieved by December 31, 2021. (i) The Parties acknowledge and agree that the covenants, obligations, and performance metrics contemplated by this Section 1.2 (c) are a material term of this Agreement without which the Company would not be willing to enter into this Agreement. Any breach of this provisions by GTI constitutes a material breach of this Agreement. 2. Qualified Revenue. For purposes of this Agreement, “Qualified Revenue” means actual gross revenue attributable to GTI’s Customer Agreements, as determined by Generally Accepted Accounting Principles (“GAAP”), (i) excluding any revenue derived from the Company, (ii) prior to any taxes and (iii) after any credits, discounts or disputed amounts. For purposes of this Agreement, Gross Profit is net revenue calculated pursuant to GAAP, net of all direct costs including but not limited to commissions. 3. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows: -2- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 3.1 Power and Authority; Binding Nature of Agreement. GTI has full power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery, and performance of this Agreement by GTI has been duly authorized by all necessary action on its part. Assuming that this Agreement is a valid and binding obligation of each of the other parties hereto, this Agreement is a valid and binding obligation of GTI. 3.2 Subsidiaries. There is no corporation, general partnership, limited partnership, joint venture, association, trust or other entity or organization that GTI directly or indirectly controls or in which GTI directly or indirectly owns any equity or other interest. 3.3 Good Standing. GTI (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, (ii) has all necessary power and authority to own its assets and to conduct its business as it is currently being conducted, and (iii) is duly qualified or licensed to do business and is in good standing in every jurisdiction (both domestic and foreign) where such qualification or licensing is required. 3.4 Charter Documents and Corporate Records. GTI has delivered to Buyer complete and correct copies or provided Buyer with the right to inspect true and complete copies of all (i)the articles of incorporation, bylaws and other charter or organizational documents of GTI, including all amendments thereto, (ii)the stock records of GTI, and (iii)the minutes and other records of the meetings and other proceedings of the shareholders and directors of GTI. GTI is not in violation or breach of (i) any of the provisions of its articles of incorporation, bylaws or other charter or organizational documents, or (ii) any resolution adopted by its shareholders or directors. There have been no meetings or other proceedings of the shareholders or directors of GTI that are not fully reflected in the appropriate minute books or other written records of GTI. 3.5 Capitalization. The authorized capital stock of GTI consists of 20,000,000 shares of common stock, no par value per share, of which 10,000,000 shares are issued and outstanding, and 30,000,000 shares of preferred stock, no par value, none of which are issued or outstanding. All of the outstanding shares of the capital stock of GTI are validly issued, fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign securities laws and other laws. 3.6 Absence of Changes. Except as otherwise set forth on Schedule 3.7 hereto or otherwise disclosed to Buyer in writing prior to the Closing: (a) There has not been any material adverse change in the business, condition, assets, operations or prospects of GTI and no event has occurred or, to GTI’s knowledge, is expected to occur after the Closing that might have a material adverse effect on the business, condition, assets, operations or prospects of GTI. (b) GTI has not (i) declared, set aside or paid any dividend or made any other contribution in respect of any shares of capital stock, nor (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. -3- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 (c) GTI has not sold or otherwise issued any shares of capital stock or any other securities, except for 10,000,000 shares of common stock issued upon its formation, which will be redeemed and cancelled upon the Closing, as provided in Section 5.1 of this Agreement. And replaced by 10,000,000 issued to the buyer at the closing and placed into escrow subject the same milestones. (d) GTI has not amended its articles of incorporation, bylaws or other charter or organizational documents, nor has it effected or been a party to any merger, recapitalization, reclassification of shares, stock split, reverse stock split, reorganization or similar transaction. (e) GTI has not formed any subsidiary or contributed any funds or other assets to any subsidiary. (f) GTI has not purchased or otherwise acquired any assets, nor has it leased any assets from any other person, other than the License Agreement, except in the ordinary course of business consistent with past practice. (g) GTI has not made any capital expenditure outside the ordinary course of business or inconsistent with past practice, or in an amount exceeding ten thousand dollars ($10,000) singly or in excess of fifty thousand dollars ($50,000) in the aggregate, without Buyer’s consent. (h) GTI has not sold or otherwise transferred any assets to any other person, except in the ordinary course of business consistent with past practice and at a price equal to the fair market value of the assets transferred. (i) There has not been any loss, damage or destruction to any of the properties or assets of GTI (whether or not covered by insurance). (j) GTI has not written off as uncollectible any indebtedness or accounts receivable, except for write offs that were made in the ordinary course of business consistent with past practice and that involved less than $60,000 singly and less than $115,000 in the aggregate. (k) GTI has not leased any assets to any other person except in the ordinary course of business consistent with past practice and at a rental rate equal to the fair rental value of the leased assets. (l) GTI has not mortgaged, pledged, hypothecated or otherwise encumbered any assets, except in the ordinary course of business consistent with past practice. (m) GTI has not entered into any contract, or incurred any debt, liability or other obligation (whether absolute, accrued, contingent or otherwise), except for (i) the License Agreement, (ii) contracts that were entered into in the ordinary course of business consistent with past practice and that have terms of less than six months and do not contemplate payments by or to GTI which will exceed, over the term of the contract, -4- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 ten thousand dollars ($10,000) in the aggregate, and (ii) current liabilities incurred in the ordinary course of business consistent with the past practice. (n) GTI has not made any loan or advance to any other person, except for advances that have been made to customers in the ordinary course of business consistent with past practice and that have been properly reflected as “accounts receivables.” (o) Other than annual raises or bonuses paid or provided consistent with past business practices, GTI has not paid any bonus to, or increased the amount of the salary, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of GTI. -5- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 (p) No contract or other instrument to which GTI is or was a party or by which GTI or any of its assets are or were bound has been amended or terminated, except in the ordinary course of business consistent with past practice. (q) GTI has not discharged any lien or discharged or paid any indebtedness, liability or other obligation, except for current liabilities that (i) are reflected in the GTI Financial Statements as of December 31, 2020 or have been incurred since December 31, 2020 in the ordinary course of business consistent with past practice, and (ii) have been discharged or paid in the ordinary course of business consistent with past practice. (r) GTI has not forgiven any debt or otherwise released or waived any right or claim, except in the ordinary course of business consistent with past practice. (s) GTI has not changed its methods of accounting or its accounting practices in any respect. (t) GTI has not entered into any transaction outside the ordinary course of business or inconsistent with past practice, except the License Agreement. (u) GTI has not agreed or committed (orally or in writing) to do any of the things described in clauses (b) through (t) of this Section 3.7. 3.7 Absence of Undisclosed Liabilities. GTI has no debt, liability or other obligation of any nature (whether due or to become due and whether absolute, accrued, contingent or otherwise) that is not reflected or reserved against in the GTI Financial Statements as of December 31, 2020, except for obligations incurred since December 31, 2020 in the ordinary and usual course of business consistent with past practice. 3.8 Contracts. (a) GTI has delivered to Buyer a complete and accurate list and provided Buyer with true and complete copies of all contracts or agreements of GTI which are (i) material to the Business as currently conducted, including but not limited to the License Agreement; (ii) are subject to default or termination upon a change in control of GTI; (iii) create a partnership or joint venture; (iv) impose a noncompetition obligation on GTI, or an officer, director or employee thereof; or (v) relating to the employment of any individual on a full-time, part-time, consulting, or other basis (collectively, “Material Contracts”). (b) To the best of Seller’s knowledge, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms. (c) To GTI’s knowledge, no event has occurred, or circumstance exists that may contravene, conflict with or result in a violation or breach of, or give any party to a Material Contract the right to declare a default or exercise any remedy thereunder, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Material -6- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 Contract. (d) Neither GTI nor any of its affiliates have received any written notice regarding any actual, alleged or potential violation or breach of, or default under, any Material Contract which has not been entirely cured. 3.9 Accounts Receivable. Except as otherwise disclosed in writing to Buyer prior to the Closing, all of GTI’s accounts receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of Business and have been collected or are collectible in the lawful and ordinary course of business as heretofore conducted, subject to the reserve for bad debt recorded on the GTI Financial Statements. 3.10 GTI Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the assets of the Business, including but not limited to the License Agreement. (b) GTI has good and marketable title to all of its assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in writing by Seller to Buyer prior to the Closing Date. (c) GTI owns all copyrights, trademarks, and tradenames related to the Business and the use of such copyrights, trademarks, and tradenames has not and will not infringe on the rights of any third party. (d) GTI’s assets are not subject to any material liability, absolute or contingent, which has not been disclosed by Seller to Buyer in writing prior to the Closing Date nor is GTI subject to any liability, absolute or contingent, which has not been disclosed to and acknowledged by Buyer in writing prior to the Closing Date. (e) Seller has provided to Buyer in writing an accurate description of all of the assets of GTI or used in the business of GTI. (f) To the best of Seller’s knowledge, Seller has provided to Buyer in writing a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings to which GTI is a party or by which it or its property is bound. Except as specified by Seller to Buyer in writing prior to the Closing Date, to the best of Seller’s knowledge all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect. (g) All of the machinery, equipment, furniture and fixtures as of the Closing Date will be in the same condition as on the date of this Agreement, normal wear and tear excepted. GTI hereby conveys to Buyer (to the extent it is able under the applicable -7- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 warranty documents) any and all product warranty or similar rights that GTI may have against third parties in respect of the condition of any assets. 3.11 Compliance With Laws; Licenses and Permits. GTI is not in violation of, nor has it failed to conduct its business in full compliance with, any applicable federal, state, local or foreign laws, regulations, rules, treaties, rulings, orders, directives or decrees. GTI has delivered to Buyer a complete and accurate list and provided Buyer with the right to inspect true and complete copies of all of the licenses, permits, authorizations and franchises to which GTI is subject and all said licenses, permits, authorizations and franchises are valid and in full force and effect. Said licenses, permits, authorizations and franchises constitute all of the licenses, permits, authorizations and franchises necessary to permit GTI to conduct itsbusiness in the manner in which itis now being conducted, and GTI is not in violation or breach of any of the terms, requirements or conditions of any of said licenses, permits, authorizations or franchises. 3.12 Taxes. Except as disclosed herein, to GTI’s knowledge, GTI has accurately and completely filed with the appropriate United States state, local and foreign governmental agencies all tax returns and reports required to be filed (subject to permitted extensions applicable to such filings), and has paid or accrued in full all taxes, duties, charges, withholding obligations and other governmental liabilities as well as any interest, penalties, assessments or deficiencies, if any, due to, or claimed to be due by, any governmental authority (including taxes on properties, income, franchises, licenses, sales and payrolls). (All such items are collectively referred to herein as “Taxes”). The GTI Financial Statements fully accrue or reserve all current and deferred taxes. GTI is not a party to any pending action or proceeding, nor is any such action or proceeding threatened by any governmental authority for the assessment or collection of Taxes. No liability for taxes has been incurred other than in the ordinary course of business. There are no liens for Taxes except for liens for property taxes not yet delinquent. GTI is not a party to any Tax sharing, Tax allocation, Tax indemnity or statute of limitations extension or waiver agreement and in the past year has not been included on any consolidated combined or unitary return with any entity other than GTI. GTI has duly withheld from each payment made to each person from whom such withholding is required by law the amount of all Taxes or other sums (including but not limited to United States federal income taxes, any applicable state or municipal income tax, disability tax, unemployment insurance contribution and Federal Insurance Contribution Act taxes) required to be withheld therefrom and has paid the same to the proper tax authorities prior to the due date thereof. To the extent any Taxes withheld by GTI have not been paid as of the Closing Date because such Taxes were not yet due, such Taxes will be paid to the proper tax authorities in a timely manner. All Tax returns filed by the GTI are accurate and comply with and were prepared in accordance with applicable statutes and regulations. 3.13 Environmental Compliance Matters. To the best of the knowledge of GTI, without conducting any study or independent investigation, GTI has at all relevant times with respect to the Business been in material compliance with all environmental laws, and has received no potentially responsible party notices or similar notices from any governmental agencies or private parties concerning releases or threatened releases of any “hazardous substance” as that term is defined under 42 U.S.C. 960(1)(14). -8- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 3.14 Compensation. Since January 1, 2020, GTI has not paid or committed to pay to or for the benefit of any of its officers or directors any compensation of any kind other than wages, salaries and benefits at times and rates in effect on January 1, 2020, subject to wage increases of less than ten percent paid or payable to employees other than officers and directors, nor have they effected or agreed to effect any amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement. GTI does not have any bonus plan or obligations with respect to any bonus plan. GTI has provided Buyer with a full and complete list of all officers, directors, employees and consultants of GTI as of the date hereof, specifying their names and job designations, their dates of hire, the total amount paid or payable as wages, salaries or other forms of direct compensation, and the basis of such compensation, whether fixed or commission or a combination thereof. 3.15 No Default. (a) Each of the contracts, agreements or other instruments of GTI and each of the standard Customer Agreements or contracts of GTI is a legal, binding and enforceable obligation by or against GTI, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). No party with whom GTI has an agreement or contract is in default thereunder or has breached any terms or provisions thereof which is material to the conduct of GTI’s business. (b) GTI has performed, or is now performing, the obligations of, and GTI is not in material default (or would by the lapse of time and/or the giving of notice be in material default) in respect of, any contract, agreement or commitment binding upon it or its assets or properties and material to the conduct of its Business. No third party has raised any claim, dispute or controversy with respect to any of the executory contracts of GTI, nor has GTI received notice of warning of alleged nonperformance, delay in delivery or other noncompliance by GTI with respect to its obligations under any of those contracts, nor are there any facts which exist indicating that any of those contracts may be totally or partially terminated or suspended by the other parties thereto. 3.16 Business and Customers. GTI has provided Buyer a complete and accurate list and provided Buyer with the right to inspect true and complete copies of (a) a written list of all its customers as of the Closing Date, (b) the amount for which each such customer was invoiced during the twelve-month period ending December 31, 2020, and (c) the expiration date of the GTI’s contracts with such customers. Except as otherwise disclosed to Buyer in writing, GTI has received no notice and, has no reason to believe, that any significant customer of GTI (i) has ceased, or will cease, to use the products, goods, or services of GTI, (ii) has substantially reduced, or will substantially reduce, the use of products, goods, or services of GTI or (iii) has sought, or is seeking, to reduce the price it will pay for products, goods, or services of GTI, including in each case after the consummation of the transactions contemplated hereby. No -9- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 customer of GTI described in clause (a) of this section has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. 3.17 Suppliers. GTI has provided Buyer with (a) the names of all suppliers from which GTI ordered inventories and other products, goods, and services with an aggregate purchase price for each such supplier of $10,000 or more during the twelve-month period ended December 31, 2020 and (b) the amount for which each such supplier invoiced GTI during such period. GTI has not received any notice from any such supplier indicating that there is or will be a material change in the price of such items or services, and has no reason to believe that there will be any such material change in the price of such items or services, or that any such supplier (other than Buyer) will not sell such items to GTI at any time after the Closing Date on terms and conditions similar to those used in its current sales to GTI, subject to general and customary price increases. No supplier to GTI described in clause (a) of the first sentence of this section has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. 3.18 Product Warranties. Except as otherwise disclosed in writing to Buyer prior to the Closing and for warranties under applicable law, (a) there are no warranties, express or implied, written or oral, with respect to the products of GTI, (b) there are no pending or threatened claims with respect to any such warranty, and (c) GTI has no, and after the Closing Date, will have no, liability with respect to any such warranty, whether known or unknown, absolute, accrued, contingent, or otherwise and whether due or to become due, other than customary returns in the ordinary course of business that are fully reserved against in the GTI Financial Statements. 3.19 Proprietary Rights. (a) GTI has provided Buyer in writing a complete and accurate list and provided Buyer with the right to inspect true and complete copies of all software, patents and applications for patents, trademarks, trade names, service marks, and copyrights, and applications therefor, owned or used by GTI or in which ithas any rights or licenses, except for software used by GTI and generally available on the commercial market. GTI has provided Buyer with a complete and accurate description of all agreements or provided Buyer with the right to inspect true and complete copies of all agreements of GTI with each officer, employee or consultant of GTI providing GTI with title and ownership to patents, patent applications, trade secrets and inventions developed or used by GTI in its business. To GTI’s knowledge, all of such agreements are valid, enforceable and legally binding, subject to the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). (b) GTI owns or possesses licenses or other rights to use all computer software, software programs, patents, patent applications, trademarks, trademark applications, trade secrets, service marks, trade names, copyrights, inventions, drawings, designs, customer lists, propriety know-how or information, or other rights with respect -10- Doc ID: ab56481a02741f47ed3fa44bcb54870925c401b3 FILED: NEW YORK COUNTY CLERK 12/02/2022 03:53 PM INDEX NO. 159160/2022 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 12/02/2022 thereto (collectively referred to as “Proprietary Rights”), used in the business of GTI, and the same are sufficient to conduct GTI’s business as it has been and is now being conducted. (c) To GTI’s knowledge, the operations of GTI do not conflict with or infringe, and no one has asserted to GTI that such operations conflict with or infringe on any Proprietary Rights owned, possessed or used by any third party. There are no claims, disputes, actions, proceedings, suits or appeals pending against GTI with respect to any Proprietary Rights, and to the knowledge of the management of GTI none has been threatened against GTI. To the best knowledge of the management of GTI there are no facts or alleged fact which would reasonably serve as a basis for any claim that GTI does not have the right to use, free of any rights or claims of others, all Proprietary Rights in the development, manufacture, use, sale or other disposition of any or all products or services presently being used, furnished or sold in the conduct of the business of GTI as it has been and is now being conducted. (d) To GTI’s knowledge, no employee of GTI is in violation of any term of any employment contract, proprietary information and inventions agreement, non- competition agreement, or any other contract or agreement relating to the relationship of any such employee with GTI or any previous employer. 3.20 Insurance. GTI has provided Buyer with a complete and accurate list of all policies of insurance and provided Buyer with the right to inspect true and complete copies of all policies of insurance to which GTI is a party or is a beneficiary or named insured as of the Closing Date. GTI has in full force and effect, with all premiums due thereon paid, the policies of insurance set forth therein. All the insurable properties of GTI are insured in amounts and coverage and against risks and losses which are adequate and usually insured against by persons holding or operating similar properties in similar businesses. There were no claims in excess of $10,000 asserted or currently outstanding under any of the insurance policies of GTI in respect of all motor vehicle, general liability, errors and omissions, workers compensation, and medical claims during the calendar year ending on December 31, 2020. 3.21 Labor Relations. None of the employees of GTI are represented