EXHIBIT 10.35

EXHIBIT 10.35

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW, OR AN AVAILABLE EXEMPTION FROM REGISTRATION. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE MAKER, AS TO THE AVAILABILITY OF SUCH EXEMPTION.

GBT TECHNOLOGIES INC.

CONVERTIBLE PROMISSORY NOTE

** **

GBT Technologies Inc., a Nevada corporation (the “Maker”), for value received, promises to pay to MINDATORIUM INC., a Wyoming corporation, qualified in California to conduct intra-state business, or its registered assigns (the “Holder”), the Principal Amount, together with interest as set out below, in lawful money of the United States of America.

Purpose of this Note. This Note is issued as the purchase price, in whole or in part, for the Maker’s acquisition from the Holder of a five percent (5%) [membership / equity] interest (the “Acquired Interest”) in NO CAMERA FILMS, a Wyoming Corporation (the “Target”), under the NCF Subscription Agreement between the Maker and the Holder dated as of the Original Issue Date (the “Purchase Agreement”). This Note is a direct debt obligation of the Maker.

SECTION 1. PRINCIPAL, INTEREST AND MATURITY

SECTION 2. CONVERSION

SECTION 3. EVENTS OF DEFAULT AND HOLDER REMEDIES

[1] The “Credited Amount” is the total, as of the date of the Default Election Notice, of (i) all principal the Maker has paid in cash, (ii) all interest the Maker has paid in cash, and (iii) the Conversion Amount of every conversion the Holder has completed (the principal and interest converted, counted at the Conversion Price).

[2] By way of example:, if the Credited Amount is $500,000, the Clawback Interest is 2.5% of the Target. If the Credited Amount is zero, the Clawback Interest is the full 5%.

SECTION 4. REPRESENTATIONS OF THE MAKER

The Maker represents to the Holder that: (a) it is duly organized and in good standing under Nevada law; (b) it has authorized the issuance of this Note and the shares of Conversion Stock by all necessary corporate action; (c) this Note is its valid and binding obligation, enforceable under its terms; and (d) the shares of Conversion Stock, when issued under this Note, will be duly authorized, validly issued, fully paid and non-assessable.

SECTION 5. MISCELLANEOUS

[Signature page follows]

IN WITNESS WHEREOF, the Maker has caused this Note to be executed by its duly authorized officer as of the Original Issue Date.

EXHIBIT A

NOTICE OF CONVERSION

The undersigned Holder elects to convert the amount below of the Convertible Promissory Note of GBT Technologies Inc. dated October [__], 2026 (the “Note”) into shares of Common Stock at the fixed Conversion Price of $0.10 per share, on the terms of the Note.

Delivery instructions (DWAC / broker / book entry): ______________________________

EXHIBIT B

DEFAULT ELECTION NOTICE

To: GBT Technologies Inc.

Re: Convertible Promissory Note dated October [__], 2026 (the “Note”)

The Holder gives notice that an Event of Default under Section 3.1(__) of the Note has occurred and is continuing, and elects (check one):

☐ Remedy A — Claw Back. As set forth in Section 3.2(a), within ten (10) business days after the Holder delivers a Default Election Notice choosing Remedy A, the Maker shall reconvey the Clawback Interest to the Holder, free and clear of all liens, claims and encumbrances, and deliver a signed assignment in the form of Exhibit C and any other documents the Target or the Holder reasonably requires. As defined in Sectin 3.2(a), the “Clawback Interest” is the Acquired Interest multiplied by a fraction, the numerator of which is the “Credited Amount”[3] and the denominator of which is the original Principal Amount. In connection with this Remedy A and the reconveyance of the Clawback Interest, the Note shall be cancelled and deemed satisfied in full, including all accrued and unpaid interest and the Holder shall keep all interest previously paid and all shares of Conversion Stock previously issued, without the same being subject to any lien or other encumbrance.[4]

Clawback Interest: [*]% of the Target

☐ Remedy B — Continue to Hold. The Note remains outstanding on its terms, with interest at 8% and conversion at $0.10, but for split adjustments, without waiver of the Event of Default.

[3] The “Credited Amount” is the total, as of the date of the Default Election Notice, of (i) all principal the Maker has paid in cash, (ii) all interest the Maker has paid in cash, and (iii) the Conversion Amount of every conversion the Holder has completed (the principal and interest converted, counted at the Conversion Price).

[4] By way of example:, if the Credited Amount is $500,000, the Clawback Interest is 2.5% of the Target. If the Credited Amount is zero, the Clawback Interest is the full 5%.

EXHIBIT C

ASSIGNMENT OF ACQUIRED INTEREST

For value received, GBT Technologies Inc. (“Assignor”) assigns and transfers to MINDATORIUM INC. (“Assignee”) a Wyoming Corporation, [____]% [membership / equity] interest (as that term is defined in Section 3.2(a) of that certain Convertible Promissory Note of the Assignor in favor of the Assignee, dated October 26, 2026 (the “Note”) in NO CAMERA FILMS, together with all of Assignor’s rights in it, under Section 3.2 (Remedy A) of the Note. Assignor represents that the assigned interest is free and clear of all liens, claims and encumbrances.

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