GLOBAL TECHNOLOGY INDUSTRIES, INC. STOCK PURCHASE AGREEMENT
This
Common Stock Purchase Agreement
(the
“Agreement”)
is
made as of January 19, 2006, by and between Global
Technology Industries, Inc.,
a
Delaware corporation (the “Company”),
and
GTI
Capital Partners LLC
(“Purchaser”).
The
Company desires to issue, and Purchaser desires to acquire, stock of the Company
as herein described, on the terms and conditions hereinafter set forth;
1. Purchase
and Sale of Stock.
Purchaser hereby agrees to purchase from the Company, and the Company hereby
agrees to sell to Purchaser, an aggregate of 2,562,500 shares of the Common
Stock of the Company (the “Stock”)
at
$0.0098 per share, for an aggregate purchase price of $25,000, payable in cash.
The closing hereunder, including payment for and delivery of the Stock shall
occur at the offices of the Company immediately following the execution of
this
Agreement, or at such other time and place as the parties may mutually agree.
2. Limitations
on Transfer.
Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose
of any interest in the Stock except in compliance with the provisions herein
and
applicable securities laws. The Company shall not be required (a) to transfer
on
its books any shares of Stock of the Company which shall have been transferred
in violation of any of the provisions set forth in this Agreement or (b) to
treat as owner of such shares or to accord the right to vote as such owner
or to
pay dividends to any transferee to whom such shares shall have been so
transferred. Purchaser
hereby further acknowledges that Purchaser may be required to hold the Stock
purchased hereunder indefinitely. During the period of time during which the
Purchaser holds the Stock, the value of the Stock may increase or decrease,
and
any risk associated with such Stock and such fluctuation in value shall be
borne
by the Purchaser.
3. Restrictive
Legends.
All
certificates representing the Stock shall have endorsed thereon legends in
substantially the following forms (in addition to any other legend which may
be
required by other agreements between the parties hereto):
(a) “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS
TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) Any
legend required by appropriate blue sky officials.
4. Investment
Representations.
In
connection with the purchase of the Stock, Purchaser represents to the Company
the following:
(a) Purchaser
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Stock. Purchaser is purchasing the Stock
for investment for Purchaser’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the
Securities Act of 1933, as amended (the “Act”).
(b) Purchaser
understands that the Stock has not been registered under the Act by reason
of a
specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of Purchaser’s investment intent as expressed herein.
(c) Purchaser
further acknowledges and understands that the Stock must be held indefinitely
unless the Stock is subsequently registered under the Act or an exemption from
such registration is available. Purchaser understands that the certificate
evidencing the Stock will be imprinted with a legend which prohibits the
transfer of the Stock unless the Stock is registered or such registration is
not
required in the opinion of counsel for the Company.
(d) Purchaser
warrants and represents that Purchaser is an “accredited investor” as that term
is defined in Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission under the Act.
(e) Purchaser
further warrants and represents that Purchaser has either (i) preexisting
personal or business relationships, with the Company or any of its officers,
directors or controlling persons, or (ii) the capacity to protect his own
interests in connection with the purchase of the Stock by virtue of the business
or financial expertise of himself or of professional advisors to Purchaser
who
are unaffiliated with and who are not compensated by the Company or any of
its
affiliates, directly or indirectly.
5. Miscellaneous.
(a) Notices.
All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified,
(ii)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, and if not during normal business hours of the recipient,
then
on the next business day, (iii) five (5) calendar days after having been sent
by
registered or certified mail, return receipt requested, postage prepaid, or
(iv)
one (1) business day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt.
All
communications shall be sent to the other party hereto at such party’s address
hereinafter set forth on the signature page hereof, or at such other address
as
such party may designate by ten (10) days advance written notice to the other
party hereto.
(b) Successors
and Assigns.
This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser, Purchaser’s successors, and assigns.
(c) Governing
Law; Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York. The parties agree that any action brought by either party
to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue
of,
the appropriate state or federal court for the district encompassing the
Company’s principal place of business.
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(d) Further
Execution.
The
parties agree to take all such further action(s) as may reasonably be necessary
to carry out and consummate this Agreement as soon as practicable, and to take
whatever steps may be necessary to obtain any governmental approval in
connection with or otherwise qualify the issuance of the securities that are
the
subject of this Agreement.
(e) Entire
Agreement; Amendment.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto.
(f) Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall
be
enforceable in accordance with its terms.
(g) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute one instrument.
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In
Witness
Whereof,
the
parties hereto have executed this Agreement as of the day and year first above
written.
| Global Technology Industries, Inc. | ||
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| By: | /s/ Xxxxxx X. Xxx | |
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Xxxxxx X. Xxx, Chief Executive Officer |
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Address:
000 Xxxx
Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX
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| By: | /s/ Xxxxxxxx Xxxxxxxx | |
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Name: Xxxxxxxx Xxxxxxxx Title: Chief Financial Officer |
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Address:
c/o
Global Technology Industries, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX
00000
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