March , 2006
March
,
2006
000
Xxxx
Xxxxxx
New
York,
NY 10152
Ladies
and Gentlemen:
This
letter will confirm the agreement of GTI Holdings, LLC to purchase warrants
(“Warrants”) of Global Technology Industries, Inc. (“Company”) included in the
units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon
the terms and conditions set forth herein. Each Unit is comprised of one share
of common stock, par value $.0001 per share, of the Company (the “Common Stock”)
and one Warrant to each purchase one share of Common Stock. The shares of Common
Stock and Warrants will not be separately tradable until 90 days after the
effective date of the Company’s IPO unless Xxxxxx Xxxxxx & Co. Inc. (the
“Representative”) informs the Company of its decision to allow earlier separate
trading.
GTI
Holdings, LLC agrees that on the date hereof it will enter into an agreement
or
plan in accordance with the guidelines specified by Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), with an
independent broker-dealer (the “Broker”) registered under Section 15 of the
Exchange Act which is neither affiliated with the Company, the Representative,
nor part of the underwriting or selling group, pursuant to which the Broker
will
purchase up to $500,000 of Warrants in the public marketplace for GTI Holdings,
LLC’s account during the forty-trading day period commencing on the later of (i)
the date separate trading of the Warrants has commenced or (ii) 60 calendar
days
after the end of the restricted period under Regulation M, at market prices
not
to exceed $1.20 per Warrant (“Maximum Warrant Purchase”). GTI Holdings, LLC
shall instruct the Broker to fill such order in such amounts and at such times
as the Broker may determine, in its sole discretion, during the forty-trading
day period described above.
As
of the
date hereof, GTI Holdings, LLC represents and warrants that it is not aware
of
any material nonpublic information concerning the Company or any securities
of
the Company and is entering into this agreement in good faith and not as
part of
a plan or scheme to evade the prohibitions of Rule 10b5-1. GTI Holdings,
LLC
agrees that while this agreement is in effect, GTI Holdings, LLC shall comply
with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering
into
or altering a corresponding or hedging transaction or position with respect
to
the Company’s securities. GTI Holdings, LLC further agrees that it shall not,
directly or indirectly, communicate any material nonpublic information relating
to the Company or the Company’s securities to any employee of the Representative
or the Broker. GTI Holdings, LLC does not have, and shall not attempt to
exercise, any influence over how, when or whether to effect purchases of
Warrants pursuant to this agreement or the plan or agreement with the Broker.
GTI
Holdings, LLC shall instruct the Broker to make, keep and produce promptly
upon
request a daily time-sequenced schedule of all Warrant purchases made pursuant
to this agreement, on a transaction-by-transaction basis, including (i) size,
time of execution, price of purchase; and (ii) the exchange, quotation system
or
other facility through which the Warrant purchase occurred.
GTI
Holdings, LLC agrees: (i) not to sell or transfer any of the Warrants purchased
by it pursuant to this letter agreement until after the consummation a Business
Combination (as defined in the Certificate of Incorporation of the Company);
and
(ii) the certificates for such Warrants shall contain a legend indicating such
restriction on transferability.
IN
WITNESS WHEREOF, the undersigned has executed this agreement as of the date
first written above.
| GTI HOLDINGS, LLC | |
| By: _______________________________ | |
| Name: _____________________________ | |
| Title: ______________________________ |
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