PRIVATE PLACEMENT SECURITIES PURCHASE AGREEMENT
Private
Placement Securities Purchase Agreement
(this
“Agreement”)
made
as of this 17 day of March, 2006 among Global Technology Industries, Inc.,
a Delaware corporation (the “Company”),
Xxxxxx Xxxxxx & Co. Inc. (“Xxxxxx
Xxxxxx”)
as
representative of the underwriters of the IPO (as defined below) (solely for
the
purposes of Section 10 hereof), and GTI Holdings, LLC (the “Purchaser”).
Whereas,
the
Company intends to file with the Securities and Exchange Commission
(“SEC”)
a
registration statement on Form S-1, as amended (the “Registration
Statement”),
in
connection with the Company’s initial public offering (the “IPO”)
of
units, each unit (“Unit”)
consisting of (i) one share of the Company’s common stock, $0.0001 par value
(the “Common
Stock”),
and
(ii) one warrant (the “Warrant”),
each
Warrant to purchase one share of Common Stock;
Whereas,
pursuant to the terms and conditions hereof, the Company desires to sell, and
the Purchaser desires to acquire, in a private placement (the “Placement”),
(i)
250,000 Units (the “Placement
Units”)
and
(ii) 416,667 Warrants (sold separately and not in combination with the Common
Stock in the form of the Placement Units) (the “Placement
Warrants”),
which
Units and Warrants shall be substantially identical to the Units and Warrants
issued in the IPO, except that the Placement Units, and their underlying shares
of Common Stock and Warrants, and the Placement Warrants shall not initially
be
registered under the Securities Act of 1933, as amended (the “Securities
Act”),
and
the Warrants will be exercisable by the holder thereof on a cashless basis
as
described in the Warrant Agreement filed as an exhibit to the Registration
Statement (the “Warrant
Agreement”);
and
Whereas,
the
Warrants included in the Placement Units and the Placement Warrants shall be
governed by the Warrant Agreement.
Now,
Therefore,
for and
in consideration of the premises and the mutual covenants hereinafter set forth,
the parties hereto do hereby agree as follows:
1. Purchase
of Placement Units.
The
Purchaser hereby agrees to purchase 250,000 Placement Units at a purchase price
of $8.00 per Placement Unit, for an aggregate purchase price of $2,000,000
(the
“Unit
Purchase Price”).
2. Purchase
of Placement Warrants.
The
Purchaser hereby agrees to purchase 416,667 Placement Warrants at a purchase
price of $1.20 per Placement Warrant, for an aggregate purchase price of
$500,000 (the “Warrant
Purchase Price”,
and
together with the Unit Purchase Price, the “Purchase
Price”).
3. Closing.
The
closing of the purchase and sale of the Placement Units and the Placement
Warrants (the “Closing”)
will
take place immediately
prior the closing of the IPO. At the Closing, the Purchaser shall pay the
Purchase Price by wire transfer of funds to an account maintained by the
Company. Upon receipt, the Company shall deposit the Purchase Price into the
trust account described in the Registration Statement (the “Trust
Account”).
The
certificates for the Common Stock and Warrants comprising the Placement Units
and the certificates for the Placement Warrants shall be delivered to the
Purchaser promptly after the closing of the IPO, provided, however that the
Warrant certificates will not be physically delivered to the Purchaser earlier
than the time when they start to trade.
4. Voting
of Shares.
In
connection with the vote required to consummate a Business Combination (as
defined in the Amended and Restated Certificate of Incorporation of the
Company), the Purchaser shall vote the shares of Common Stock included in the
Placement Units, and any shares of Common Stock acquired in the IPO or
afterward, in favor of the Business Combination, and therefore waives any
conversion rights it might have with respect to such shares. In the event that
the Company fails to consummate a Business Combination within 18 months after
consummation of the IPO (or within 24 months under the circumstances
described in the prospectus relating to the IPO), the Purchaser shall vote
his
shares in favor of any plan of dissolution and liquidation recommended by the
Company's board of directors.
5. Waiver
of Liquidation Distributions.
The
Purchaser hereby waives any and all right, title, interest or claim of any
kind
(“Claim”)
in or
to any distribution of the Trust Account in respect of the shares of Common
Stock included in the Placement Units as a result of the liquidation of the
Trust Account or otherwise and hereby waives any Claim the Purchaser may have
in
the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason
whatsoever; provided,
however,
that
this paragraph shall not limit the Purchaser’s right to receive distributions
from the Trust Account in respect of any securities acquired by it in the IPO
or
afterward.
6. Business
Combination with an
Affiliate. The
Purchaser acknowledges and agrees that the Company has agreed not to consummate
any Business Combination that involves a company that is affiliated with any
director, officer or stockholder of the Company immediately prior to the
consummation of the IPO unless the Company obtains an opinion from an
independent investment banking firm to the effect that the Business Combination
is fair to the Company’s stockholders from a financial perspective.
7. Finder’s
Fee or Other
Compensation. Neither
the Purchaser, its security holders, any member of the family of the Purchaser’s
security holders, nor any affiliate of the Purchaser will be entitled to receive
or will accept a finder’s fee or any other compensation in the event the
Purchaser, any member of the family of the Purchaser’s security holders or any
affiliate of the Purchaser originates a Business Combination.
8. Compensation
for Services.
Neither
the Purchaser, its security holders, any member of the family of the Purchaser’s
security holders, nor any affiliate of the Purchaser will be entitled to
receive
from the Company, and will not accept from the Company, any compensation
for
services rendered to the Company prior to the consummation of the Business
Combination, except in connection with services provided by the Purchaser,
or
its affiliate, pursuant to the Advance Agreement between the Company and
the
Purchaser, the Letter Agreement between the Purchaser and the Company regarding
administrative services or as described in the registration statement filed
with
and declared effective by the Securities and Exchange Commission in connection
with the IPO. The parties hereto agree that the warrants issued in connection
with the Placement Units are not compensatory in nature and neither party
will
take a position in any tax return inconsistent with that conclusion without
the
consent of the other party.
9. Representations
and Warranties of the Purchaser.
The
Purchaser hereby represents and warrants to the Company that:
9.1 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.
9.2 The
Placement Units and Placement Warrants are being acquired for the Purchaser’s
own account, only for investment purposes and not with a view to, or for resale
in connection with, any distribution or public offering thereof within the
meaning of the Securities Act.
9.3 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
10. Waiver
of Claims; Indemnification.
The
Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company, Xxxxxx Xxxxxx
or
the other underwriters in the IPO with respect to its purchase of the Placement
Units or Placement Warrants, and the Purchaser agrees to indemnify and hold
the
Company, Xxxxxx Xxxxxx and the other underwriters in the IPO harmless from
all
losses, damages or expenses that relate to claims or proceedings brought against
the Company, Xxxxxx Xxxxxx or such other underwriters by the Purchaser of the
Placement Units or Placement Warrants or its transferees, heirs, assigns or
any
subsequent holders of the Placement Units or Placement Warrants.
11. Counterparts;
Facsimile.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart may
be
executed via facsimile transmission, and any such executed facsimile copy shall
be treated as an original.
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12. Governing
Law; Jurisdiction.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. The Purchaser hereby (i) agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement (a “Proceeding”)
shall
be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive,
(ii) waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum; and (iii) irrevocably agrees to appoint, at
the
expense of the Company, prior to the effectiveness of the Registration
Statement, a person or entity acceptable to Xxxxxx Xxxxxx, as agent for the
service of process in the State of New York to receive, for the Purchaser and
on
its behalf, service of process in any Proceeding (and Xxxxxx Xxxxxx agrees
that
CT Corporation System is an acceptable agent). If for any reason such agent
is
unable to act as such, the Purchaser will promptly notify the Company and Xxxxxx
Xxxxxx and appoint a substitute agent acceptable to Xxxxxx Xxxxxx within 30
days
and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.
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IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement as of the date first written
above.
| GTI HOLDINGS, LLC | |||
|
A
Delaware Corporation
|
|||
| By: /s/ Xxxxxx X. Xxx | By: /s/ Xxxxxxxx X. Xxxxxxxx | ||
|
|
|
||
| Name:
Xxxxxx X.
Xxx Title: President |
Name:
Xxxxxxxx X.
Xxxxxxxx Title: President |
| XXXXXX XXXXXX & CO. INC. | |||
| as representative of the underwriters | |||
| By: /s/ R. Xxxxxxx Xxxxxx | |||
|
|
|||
| Name:
R. Xxxxxxx
Xxxxxx Title: Managing Director |
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