GBT Technologies Inc (GTCH)

[janetcanada]

☯️***Never Disregard The Imponderable!...."We soon shall Know where we Stand"!....

☯️***Re: crazy horse 0 Post# 36246*** Friday, October 31, -Post# 36270
WHEREAS, the Parties wish to collaborate on certain identified technologies and products and future defense and technology projects;

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

https://www.otcmarkets.com/filing/html?id=18740607&guid=NDb-kFm2KSlFB3h

WHEREAS, the list of designated projects that will be contributed by AIPHEX to the JV have been set forth on a separate, confidential letter agreement executed by VWAV and AIPHEX due to its high security level and confidential nature of such projects (“Designated Projects” or “DP”),
***WHEREAS, to formalize such collaboration through the formation of a joint venture entity (the “Joint Venture” or “JV”), subject to the terms and conditions set forth herein, each party to this Agreement maintains its own independent business operations, products, customers, and strategic initiatives outside the scope of this Joint Venture);
***NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the Parties agree as follows:

***THE JV

***1. AIPHEX is actively engaged in the research, invention, and development of various defense initiatives, including but not limited to the Designated Projects. The Designated Projects form a critical part of AIPHEX’s core intellectual property portfolio and ongoing defense innovation pipeline, and may include future enhancements, iterations, or derivative technologies.
***VWAV is actively engaged in the research, development and commercialization of defense systems, including but not limited to advanced Drones, kinetic systems and artificial intelligence. The above forms a critical part of VWAV’s core intellectual property portfolio and ongoing defense innovation pipeline, and may include future enhancements, iterations, or derivative technologies.

***2. Clarification of Independent Operations: For the avoidance of doubt, each party to this Agreement maintains its own independent business operations, products, customers, and strategic initiatives outside the scope of this Joint Venture. This Agreement does not create, and shall not be construed as creating, a general partnership, merger, or broader business combination between the Parties. The collaboration is strictly limited to the specifically identified Designated Projects. These Designated Projects represent mutually defined areas of cooperation and do not conflict with, replace, or otherwise alter the separate and ongoing business activities of either party.

***3. The Parties hereby agree to establish the JV for the purpose of marketing, manufacturing, delivering, overseeing, managing, and directing all aspects of the Designated Projects. Such activities shall include, without limitation, the research, development, design, testing, certification, manufacturing, production, distribution, marketing, commercialization, and ongoing operations of the Designated Projects and any related or derivative technologies mutually agreed upon by the Parties.

***4. The JV shall be formed as limited liability company in the State of Nevada (the “JV LLC”) and serve as the exclusive vehicle through which the Parties will collaborate with respect to the Designated Projects, unless otherwise expressly agreed in writing by both Parties. The estimate internal value (where the parties explicitly wave the needs of any valuation) for equity allocations is based on USD $5,000,000,000. This waiver of valuation is solely for the purpose of allocating the equity of the JV and shall not be construed as a valuation of AIPHEX or its assets for any other purpose. The JV LLC shall be owned (see key allocations set forth on Exhibit B to this Agreement):

***6.08% by TOKENIZE
0.40% by GBT
46.76% by AIPHEX
46.76% by VWAV

***The Parties will adopt an operating agreement for the JV LLC within 30 days of the Effective Date. Upon entering into the operating agreement, the Parties shall enter into the Share Exchange (as defined below) and upon transfer of the securities contemplated by the Share Exchange, the JV LLC will be in effect and operational.

***5. All product related business development activities and project management functions related to the Designated Projects shall be conducted exclusively by, and through, the JV LLC. The Parties expressly agree that neither Party, nor any of their respective affiliates, shall independently undertake, initiate, or engage in any such business development, project management, or related activities and products and technologies with respect to the Designated Projects outside the framework of the JV without the prior written consent of the other Party.

***6. For the avoidance of doubt, this exclusivity obligation shall apply to all aspects of the Designated Projects, including any future iterations and enhancements. Exclusivity shall apply only to the specific Designated Projects set forth on a separate, confidential letter agreement executed by VWAV and AIPHEX, and not to unrelated future innovations or defense technologies.

***THE BUSINESS TRANSACTION

***7. The Parties acknowledge and agree that the establishment of the JV LLC is intended to strategically position the JV, and by extension each Party, to capture significant value and expand their collective presence within the global defense and technology markets. The Parties further recognize that the JV’s integrated resources, expertise, and combined market relationships are expected to enhance competitiveness, accelerate innovation, and increase the likelihood of securing key domestic and international defense contracts.

***8. Upon the execution of this Agreement, the relationship between the Parties shall be governed exclusively by the terms and conditions set forth herein, together with any additional terms and agreements that may be mutually agreed upon in writing by the Parties from time to time including as set forth in the operating agreement for the JV LLC. No oral agreements, understandings, or representations not expressly incorporated into this Agreement (or into a duly executed amendment or ancillary agreement) shall be binding upon either Party.

***TERMS

***9. As part of the contemplated transaction, the Parties in consideration of the membership interest to be held in the JV LLC shall each make the following contributions to the JV LLC whereby:

***TOKENIZE shall contribute to the JV LLC the TOKENIZE’S VWAV SHARES;

***GBT shall contribute to the JV LLC the GBT’S VWAV SHARES;

***TOKENIZE shall contribute to the JV LLC the TOKENIZE’S IP PORTFOLIO;

***AIPHEX shall contribute the Designated Projects to the JV LLC; and

***AIPHEX and VWAV will each enter into a nonexclusive license agreement granting the JV LLC a right of use on a nonexclusive basis all of their respective intellectual property portfolio and/or developed algorithms, which license agreements will be signed within 30 days of the Effective Date (the “License Agreements”).