REGISTRATION RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT
(this
“Agreement”)
is
entered into as of the ____ day of __________, 2006, by and among Global
Technology Industries, Inc., a Delaware corporation (the “Company”),
GTI
Capital Partners LLC (“Capital
Partners”)
and
GTI Holdings, LLC (“GTI”).
WHEREAS,
Capital
Partners and all of our independent directors hold all of the issued and
outstanding shares of the Company’s common stock, $0.0001 par value
(“Common
Stock”),
as of
the date hereof;
WHEREAS,
the
Company has filed with the Securities and Exchange Commission (“Commission”)
a
registration statement on Form S-1, as amended (File No. 333-132505), in
connection with the Company’s initial public offering (the “IPO”)
of
units, each unit (“Unit”)
consisting of (i) one share Common Stock, and (ii) one warrant (the
“Warrant”),
each
Warrant to purchase one share of Common Stock;
WHEREAS,
the
Company has agreed to sell, and GTI has agreed to acquire, in a private
placement (the “Placement”)
pursuant to the Private Placement Securities Purchase Agreement, dated as
of
March 17, 2006, among the Company, Xxxxxx Xxxxxx & Co. Inc. and GTI (the
“Purchase
Agreement”)
(i) an
aggregate of 250,000 units (the “Placement
Units”)
substantially identical to the Units being issued in the IPO pursuant to
the
terms and conditions of the Purchase Agreement and as set forth in the
Registration Statement and (ii) an aggregate of 416,667 additional Warrants
(sold separately and not in combination with the Common Stock in the form
of the
Placement Units) (the “Placement
Warrants”);
WHEREAS,
the
Placement Units, and their underlying shares of Common Stock and Warrants,
and
the Placement Warrants and their underlying shares of Common Stock are not
registered under the Securities Act of 1933, as amended (the “Securities
Act”); and
WHEREAS,
Capital
Partners, GTI and the Company desire to enter into this Agreement to provide
Capital Partners and GTI with certain rights relating to the registration of
the
shares of Common Stock held by Capital Partners and the Common Stock underlying
the Placement Units and Placement Warrants acquired by GTI.
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements set forth herein, and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
The
following capitalized terms used herein have the following
meanings:
“Agreement”
means
this Agreement, as amended, restated, supplemented, or otherwise modified from
time to time.
“Business
Combination”
means
a
merger,
capital stock exchange, asset or stock acquisition or other similar business
combination with one or more operating businesses.
“Business
Day”
means
any day, other than a Saturday, Sunday or legal holiday on which the banking
institutions in the City of New York are authorized or obligated by law or
executive order to close.
“Capital
Partners Shares”
means
all of the shares of Common Stock owned or held by Capital Partners; provided,
that such shares shall cease to be Capital Partners Shares when: (a) a
Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act (as defined below) and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (b) such securities shall have been otherwise
transferred pursuant to Rule 144 of the Securities Act (or any similar
provisions thereunder, other than Rule 144A), new certificates for them not
bearing a legend restricting further transfer shall have been delivered by
the
Company and subsequent public distribution of them shall not require
registration under the Securities Act; or (c) such securities shall have ceased
to be outstanding.
“Commission”
is
defined in the preamble to this Agreement.
“Common
Stock”
is
defined in the preamble to this Agreement.
“Company”
is
defined in the preamble to this Agreement.
“Demand
Registration”
is
defined in Section 2.1.1.
“Demanding
Holder”
is
defined in Section 2.1.1.
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.
“Form
S-3”
is
defined in Section 2.3.
“GTI
Shares”
means
all of the shares of Common Stock owned or held by GTI, including all shares
of
Common Stock issued to GTI in the Placement (consisting of shares of Common
Stock and shares issuable upon the exercise of Warrants constituting the
Placement Units and the Placement Warrants); provided, that such shares shall
cease to be GTI Shares when: (a) a Registration Statement with respect to the
sale of such securities shall have become effective under the Securities Act
(as
defined below) and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (b) such
securities shall have been otherwise transferred pursuant to Rule 144 of the
Securities Act (or any similar provisions thereunder, other than Rule 144A),
new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; or (c) such securities
shall have ceased to be outstanding.
“Indemnified
Party”
is
defined in Section 4.3.
“Indemnifying
Party”
is
defined in Section 4.3.
“IPO”
is
defined in the preamble to this Agreement.
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“Maximum
Number Of Shares”
is
defined in Section 2.1.4.
“Notices”
is
defined in Section 6.2.
“Piggy-Back
Registration”
is
defined in Section 2.2.1.
“Placement”
is
defined in the preamble to this Agreement.
“Placement
Units”
is
defined in the preamble to this Agreement.
“Placement
Warrants”
is
defined in the preamble to this Agreement.
“Prospectus”
means
a
prospectus relating to a Registration Statement, as amended or supplemented,
and
all materials incorporated by reference in such Prospectus.
“Purchase
Agreement” is
defined in the preamble to this Agreement.
“Purchase
Option”
means
the option to purchase 500,000 Units issued to Xxxxxx Xxxxxx & Co. Inc. or
its designees in connection with the Company’s IPO.
“Purchase
Option Shares”
means
the units issuable pursuant to the Purchase Option, the Common Stock and
warrants included in such units and the Common Stock issuable upon exercise
of
such warrants.
“Register,”
“registered”
and
“registration”
mean
a
registration effected by preparing and filing a registration statement or
similar document under the Securities Act and such registration statement
becoming effective.
“Registration
Statement”
means
a
registration statement filed by the Company with the Commission in compliance
with the Securities Act and the rules and regulations promulgated thereunder
for
a public offering and sale of Common Stock (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement
covering only securities proposed to be issued in exchange for securities or
assets of another entity).
“Release
Date”
means
the date that is three months before the date on which the lock-up period
applicable to the Capital Partners Shares and the GTI Shares
expires.
“Securities
Act”
is
defined in the preamble to this Agreement.
“Underwriter”
means
a
securities dealer who purchases any Capital Partners Shares or GTI Shares as
principal in an underwritten offering and not as part of such dealer’s
market-making activities.
“Unit”
is
defined in the preamble to this Agreement.
“Warrant”
is
defined in the preamble to this Agreement.
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2. REGISTRATION
RIGHTS.
2.1 Demand
Registration.
2.1.1 General
Request for Registration.
At any
time, and from time to time, on or after the Release Date, the holders of a
majority in interest of the Capital Partners Shares held by Capital Partners
and
its respective transferees and the holders of a majority in interest of the
GTI
Shares held by GTI and its respective transferees, may each make a written
demand for registration under the Securities Act of all or part of their
respective Capital Partners Shares and GTI Shares (a “Demand
Registration”).
Any
demand for a Demand Registration shall specify the number of Capital Partners
Shares or GTI Shares proposed to be sold and the intended method(s) of
distribution thereof. The Company will notify all holders of Capital Partners
Shares and GTI Shares of any demand pursuant to this Section 2.1.1, or pursuant
to Section 2.1.2 below, as the case may be, within five (5) Business Days,
and
each holder of Capital Partners Shares or GTI Shares who wishes to include
all
or a portion of such holder’s Capital Partners Shares or GTI Shares in such
Demand Registration (each such holder including shares of Capital Partners
Shares or GTI Shares in such Demand Registration, a “Demanding
Holder”)
shall
so notify the Company within ten (10) Business Days after the receipt by such
holder of the notice from the Company. Upon any such demand, the Demanding
Holders shall be entitled to have their Capital Partners Shares and GTI Shares
included in the Demand Registration subject to Section 2.1.4 and the provisions
set forth in Section 3.1.1. The Company shall not be obligated to effect more
than two (2) Demand Registrations for Capital Partners and more than one (1)
Demand Registration for GTI under this Section 2.1.1 in respect of their
respective Capital Partners Shares and GTI Shares.
2.1.2 Effective
Registration.
A
registration will not count as a Demand Registration until the Registration
Statement filed with the Commission with respect to such Demand Registration
has
been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after
such Registration Statement has been declared effective, the offering of the
Capital Partners Shares and GTI Shares pursuant to a Demand Registration is
interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless
and until, (a) such stop order or injunction is removed, rescinded or otherwise
terminated, and (b) with respect to a Demand Registration, a
majority-in-interest of the Demanding Holders thereafter elect to continue
the
offering; provided, further, that the Company shall not be obligated to file
a
second Registration Statement until any such Registration Statement that has
been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering.
If a
majority-in-interest of the Demanding Holders so elect, and such holders so
advise the Company as part of their written demand for a Demand Registration,
the offering of such Capital Partners Shares and GTI Shares pursuant to such
Demand Registration shall be in the form of an underwritten offering. In each
such case, the right of any holder to include such holder’s Capital Partners
Shares or GTI Shares in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s
Capital Partners Shares or GTI Shares in the underwriting to the extent provided
herein. All Demanding Holders who propose to distribute their Capital Partners
Shares or GTI Shares through such an underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration.
-4-
2.1.4 Reduction
of Offering.
If the
managing Underwriter or Underwriters for a Demand Registration that is to be
an
underwritten offering advises the Company and the Demanding Holders in writing
that the dollar amount or number of shares of Capital Partners Shares and GTI
Shares that the Demanding Holders desire to sell, taken together with all other
shares of Common Stock or other securities that the Company desires to sell
and
the shares of Common Stock, if any, as to which registration has been requested
pursuant to written contractual piggy-back registration rights held by other
holders of the Company’s securities who desire to sell securities, exceeds the
maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the
“Maximum
Number Of Shares”),
then
the Company shall include in such registration: (a) first, the Capital Partners
Shares and the GTI Shares as to which the Demand Registration has been requested
and that can be sold without exceeding the Maximum Number of Shares (all pro
rata in accordance with the number of such shares that such holders shall have
requested to be included in such registration); (b) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause
(a), the shares of Common Stock or other securities registrable pursuant to
the
terms of the Purchase Option issued to Xxxxxx Xxxxxx & Co. Inc. in
connection with the IPO as to which “piggy-back” registration has been requested
by the holders thereof, pro rata, that can be sold without exceeding the Maximum
Number of Shares; (c) third, to the extent that the Maximum Number of Shares
has
not been reached under the foregoing clauses (a) and (b), the shares of Common
Stock for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can
be
sold without exceeding the Maximum Number of Shares; and (d), fourth, to the
extent that the Maximum Number of Shares have not been reached under the
foregoing clauses (a), (b) and (c), the shares of Common Stock that the Company
or other stockholders desire to sell that can be sold without exceeding the
Maximum Number of Shares.
2.1.5 Withdrawal.
If
either Capital Partners or GTI disapprove of the terms of any underwriting
or
are not entitled to include all of their Capital Partners Shares and GTI Shares
in any offering, either Capital Partners or GTI may elect to withdraw from
such
offering by giving written notice to the Company and the Underwriter or
Underwriters of its request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand
Registration. If either Capital Partners or GTI withdraws from a proposed
offering relating to a Demand Registration then such registration shall not
count as a Demand Registration provided for in Section 2.1.1.
2.2 Piggy-Back
Registration.
2.2.1 Piggy-Back
Rights.
If at
any time on or after the date on which the lock-up restrictions applicable
to
such Capital Partners Shares or GTI Shares, if any, expire, the Company proposes
to file by Registration Statement, other than a Registration Statement in
connection with a transaction contemplated by Rule 145(a) promulgated under
the
Securities Act or pursuant to Form S-8, then the Company shall (a) give written
notice of such proposed filing to the holders of Capital Partners Shares and
GTI
Shares as soon as practicable but in no event less than ten (10) Business Days
before the anticipated filing date, which notice shall describe the amount
and
type of securities to be included in such offering, the intended method(s)
of
distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (b) offer to such holders of Capital Partners
Shares and GTI Shares the opportunity to register such number of Capital
Partners Shares or GTI Shares as such holders may request in writing within
fifteen (15) days following receipt of such notice (a “Piggy-Back
Registration”).
The
Company shall cause such Capital Partners Shares and GTI Shares to be included
in such registration and shall use commercially reasonable efforts to cause
the
managing Underwriter or Underwriters of a proposed underwritten offering to
permit the Capital Partners Shares and GTI Shares requested to be included
in a
Piggy-Back Registration to be included on the same terms and conditions as
any
similar securities of the Company and to permit the sale or other disposition
of
such Capital Partners Shares and GTI Shares in accordance with the intended
method(s) of distribution thereof. All holders of Capital Partners Shares and
GTI Shares who propose to distribute securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into
an
underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.
-5-
2.2.2 Reduction
of Offering.
If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is
to be
an underwritten offering advises the Company and the holders of Capital Partners
Shares or GTI Shares in writing that the dollar amount or number of shares
of
Common Stock that the Company desires to sell, taken together with shares of
Common Stock, if any, as to which registration has been demanded pursuant to
written contractual arrangements with persons other than the holders of Capital
Partners Shares and GTI Shares hereunder, the Capital Partners Shares and the
GTI Shares as to which registration has been requested under this Section 2.2,
and the shares of Common Stock, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights
of
other shareholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration:
(a) first,
subject to the demand registration rights granted to the holders of the Purchase
Option Shares, the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares
together with the Capital Partners Shares and the GTI Shares as to which
registration has been requested and any other shares of Common Stock or other
securities as to which registration has been requested pursuant to the Purchase
Option (pro rata in accordance with the number of shares which each such person
has actually requested to be included in such registration that can be sold
without exceeding the Maximum Number of Shares),
(b) second,
to the extent that the Maximum Number of Shares has not been reached under
the
foregoing clause (a), the shares of Common Stock, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights which other shareholders desire to sell that can be sold
without exceeding the Maximum Number of Shares, and
(c) third,
to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (a) and (b), the shares of Common Stock, if any, that other
stockholders desire to sell that can be sold without exceeding the Maximum
Number of Shares.
-6-
2.2.3 Withdrawal.
Any
holder of Capital Partners Shares or GTI Shares may elect to withdraw such
holder’s request for inclusion of the Capital Partners Shares or GTI Shares in
any Piggy-Back Registration by giving written notice to the Company of such
request to withdraw prior to the effectiveness of the Registration Statement.
The Company may also elect to withdraw a registration statement at any time
prior to the effectiveness of the Registration Statement. Notwithstanding any
such withdrawal, the Company shall pay all expenses incurred by the holders
of
Capital Partners Shares or GTI Shares in connection with such Piggy-Back
Registration as provided in Section 3.3.
2.3 Registrations
on Form S-3.
A
holder of Capital Partners Shares or GTI Shares may at any time and from time
to
time after the Release Date, request in writing that the Company register the
resale of any or all of such Capital Partners Shares or GTI Shares on Form
S-3
or any similar short-form registration that may be available at such time
(“Form
S-3”);
provided, however, that: (a) the Company shall not be obligated to effect such
request through an underwritten offering and (b) the Company shall not be
obligated to effect such a request if the Company has within the preceding
twelve (12) month period effected two (2) registrations on Form S-3. Upon
receipt of such written request, the Company will promptly give written notice
of the proposed registration to all other holders of Capital Partners Shares
or
GTI Shares and, as soon as practicable thereafter, effect the registration
of
all or such portion of such holder’s or holders’ Capital Partners Shares or GTI
Shares, as the case may be, as are specified in such request, together with
all
or such portion of the Capital Partners Shares or GTI Shares of any other holder
or holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3: (i) if Form S-3 is not available
for
such offering; or (ii) if the holders of Capital Partners Shares and GTI Shares,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Capital Partners Shares and
GTI
Shares and such other securities (if any) at any aggregate price to the public
of less than $500,000. Registrations effected pursuant to this Section 2.3
shall
not be counted as Demand Registrations effected pursuant to Section
2.1.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information.
Whenever the Company is required to effect the registration of any Capital
Partners Shares or GTI Shares pursuant to Section 2, the Company shall use
commercially reasonable efforts to effect the registration and sale of such
Capital Partners Shares or GTI Shares in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection
with
any such request:
3.1.1 Filing
Registration Statement.
The
Company shall, as expeditiously as possible and in any event within ninety
(90)
days after receipt of a request for a Demand Registration pursuant to Section
2.1, prepare and file with the Commission a Registration Statement on any form
for which the Company then qualifies or which counsel for the Company shall
deem
appropriate and which form shall be available for the sale of all Capital
Partners Shares and GTI Shares to be registered thereunder in accordance with
the intended method(s) of distribution thereof, and shall use commercially
reasonable efforts to cause such Registration Statement to become and remain
effective for the period required by Section 3.1.3; provided, however, that
the
Company shall have the right to defer any Demand Registration for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any demand registration to which such Piggy-Back Registration
relates, in each case if the Company shall furnish to the holders a certificate
signed by the Chief Executive Officer of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its shareholders for such Registration Statement
to be effected at such time; provided further, however, that the Company shall
not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration
hereunder.
-7-
3.1.2 Copies.
The
Company shall, prior to filing a Registration Statement or Prospectus, or any
amendment or supplement thereto, furnish without charge to the holders of
Capital Partners Shares or GTI Shares included in such registration, and such
holders’ legal counsel, copies of such Registration Statement as proposed to be
filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including
each
preliminary Prospectus), and such other documents as the holders of Capital
Partners Shares or GTI Shares included in such registration or legal counsel
for
any such holders may reasonably request in order to facilitate the disposition
of the applicable Capital Partners Shares or GTI Shares owned by such
holders.
3.1.3 Amendments
and Supplements.
The
Company shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the
Securities Act until all Capital Partners Shares and GTI Shares, and all other
securities covered by such Registration Statement, have been disposed of in
accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred
eighty (180) days plus any period during which any such disposition is
interfered with by any stop order or injunction of the Commission or any
governmental agency or court) or such securities have been
withdrawn.
3.1.4 Notification.
After
the filing of a Registration Statement, the Company shall promptly, and in
no
event more than two (2) Business Days after such filing, notify the holders
of
Capital Partners Shares and GTI Shares included in such Registration Statement
of such filing, and shall further notify such holders promptly and confirm
such
advice in writing in all events within two (2) Business Days of the occurrence
of any of the following: (a) when such Registration Statement becomes effective;
(b) when any post-effective amendment to such Registration Statement becomes
effective; (c) the issuance or threatened issuance by the Commission of any
stop
order (and the Company shall take all actions required to prevent the entry
of
such stop order or to remove it if entered); and (d) any request by the
Commission for any amendment or supplement to such Registration Statement or
any
Prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such
Prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
and promptly make available to the holders of Capital Partners Shares and GTI
Shares included in such Registration Statement any such supplement or amendment;
except that before filing with the Commission a Registration Statement or
Prospectus or any amendment or supplement thereto, including documents
incorporated by reference, the Company shall furnish to the holders of Capital
Partners Shares and GTI Shares included in such Registration Statement and
to
the legal counsel for any such holders, copies of all such documents proposed
to
be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or Prospectus
or amendment or supplement thereto, including documents incorporated by
reference, to which such holders or their legal counsel shall reasonably
object.
-8-
3.1.5 State
Securities Laws Compliance.
The
Company shall use commercially reasonable efforts to (a) register or qualify
the
Capital Partners Shares and GTI Shares covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Capital Partners Shares or GTI Shares included in
such
Registration Statement (in light of their intended plan of distribution) may
request and (b) take such action necessary to cause such Capital Partners Shares
and GTI Shares covered by the Registration Statement to be registered with
or
approved by such other federal or state authorities as may be necessary by
virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of
Capital Partners Shares or GTI Shares included in such Registration Statement
to
consummate the disposition of such Capital Partners Shares and GTI Shares in
such jurisdictions; provided, however, that in no event shall the Company be
required to register the Capital Partners Shares or GTI Shares in a jurisdiction
in which such registration would cause (x) the Company to be obligated to
qualify to do business in any such jurisdiction, or would subject the Company
to
taxation as a foreign corporation doing business in such jurisdiction or (y)
the
principal stockholders of the Company to be obligated to escrow their shares
of
capital stock of the Company (except to the extent such shares are already
subject to an escrow in such jurisdiction).
3.1.6 Agreements
for Disposition.
The
Company shall enter into customary agreements (including, if applicable, an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Capital Partners Shares or GTI Shares. The representations, warranties and
covenants of the Company in any underwriting agreement which are made to or
for
the benefit of any Underwriters, to the extent applicable, shall also be made
to
and for the benefit of the holders of Capital Partners Shares or GTI Shares
included in such Registration Statement. No holder of Capital Partners Shares
or
GTI Shares included in such Registration Statement shall be required to make
any
representations or warranties in the underwriting agreement except as reasonably
requested by the Company and, if applicable, with respect to such holder’s
organization, good standing, authority, title to the Capital Partners Shares
or
GTI Shares, lack of conflict of such sale with such holder’s material agreements
and organizational documents, and with respect to written information relating
to such holder that such holder has furnished in writing expressly for inclusion
in such Registration Statement. Holders of Capital Partners Shares or GTI Shares
shall agree to such covenants and indemnification and contribution obligations
for selling stockholders as are customarily contained in agreements of that
type. Further, such holders shall cooperate fully in the preparation of the
Registration Statement and other documents relating to any offering in which
they include securities pursuant to Section 2 hereof. Each holder shall also
furnish to the Company such information regarding itself, the Capital Partners
Shares or GTI Shares held by such holder, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration
of
the Capital Partners Shares or GTI Shares.
-9-
3.1.7 Cooperation.
The
principal executive officer of the Company, the principal financial officer
of
the Company and all other officers and members of the management of the Company
shall cooperate fully in any offering of Capital Partners Shares or GTI Shares
hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.
3.1.8 Records.
The
Company shall make available for inspection by the holders of Capital Partners
Shares or GTI Shares included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and
any
attorney, accountant or other professional retained by any holder of Capital
Partners Shares or GTI Shares included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents
and
properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any of them
in
connection with such Registration Statement.
3.1.9 Opinions
and Comfort Letters.
The
Company shall furnish to each holder of Capital Partners Shares or GTI Shares
included in any Registration Statement a signed counterpart, addressed to such
holder, of (a) any opinion of counsel to the Company delivered to any
Underwriter and (b) any comfort letter from the Company’s independent public
accountants delivered to any Underwriter. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of
Capital Partners Shares or GTI Shares included in such Registration Statement,
at any time that such holder elects to use a Prospectus, an opinion of counsel
to the Company to the effect that the Registration Statement containing such
Prospectus has been declared effective and that no stop order is in
effect.
3.1.10 Earnings
Statement.
The
Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its shareholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months,
beginning within six (6) months after the effective date of the Registration
Statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing.
The
Company shall use commercially reasonable efforts to cause all Capital Partners
Shares and GTI Shares included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory
to
the holders of a majority of the Capital Partners Shares or GTI Shares that
are
included in such registration.
-10-
3.2 Obligation
to Suspend Distribution.
Upon
receipt of any notice from the Company of the happening of any event of the
kind
described in Section 3.1.4(d), or, in the case of a resale registration on
Form
S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
to a written xxxxxxx xxxxxxx compliance program adopted by the Company’s Board
of Directors, of the ability of all “insiders” covered by such program to
transact in the Company’s securities because of the existence of material
non-public information, each holder of Capital Partners Shares or GTI Shares
included in any registration shall immediately discontinue disposition of such
Capital Partners Shares or GTI Shares pursuant to the Registration Statement
covering such Capital Partners Shares or GTI Shares until such holder receives
the supplemented or amended Prospectus contemplated by Section 3.1.4(d) or
the
restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder
will deliver to the Company all copies, other than permanent file copies then
in
such holder’s possession, of the most recent Prospectus covering such Capital
Partners Shares or GTI Shares at the time of receipt of such
notice.
3.3 Registration
Expenses.
The
Company shall bear all customary costs and expenses incurred in connection
with
any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on Form S-3 effected pursuant
to
Section 2.3, and all reasonable expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (a) all registration
and filing fees; (b) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Capital Partners Shares or GTI Shares, subject to
the
limit set forth in paragraph (i) below); (c) printing expenses; (d) the
Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (e) the fees and expenses incurred
in
connection with the listing of the Capital Partners Shares or GTI Shares, as
required by Section 3.1.11; (f) National Association of Securities Dealers,
Inc.
fees; (g) fees and disbursements of counsel for the Company and fees and
expenses for independent certified public accountants retained by the Company
(including the expenses or costs associated with the delivery of any opinions
or
comfort letters requested pursuant to Section 3.1.9); (h) the fees and expenses
of any special experts retained by the Company in connection with such
registration and (i) the fees and expenses of one legal counsel selected by
the
holders of a majority-in-interest of the Capital Partners Shares and GTI Shares
that are included in such registration (not to exceed, including the fees and
disbursements to counsel in clause (b) of this Section 3.3, $20,000). The
Company shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Capital Partners Shares or GTI Shares being
sold
by the holders thereof, which underwriting discounts or selling commissions
shall be borne solely by such holders. Additionally, in an underwritten
offering, all selling shareholders and the Company shall bear the expenses
of
the underwriter pro rata in proportion to the respective amount of shares each
is selling in such offering.
3.4 Information.
The
holders of Capital Partners Shares or GTI Shares shall provide such information
as may reasonably be requested by the Company, or the managing Underwriter,
if
any, in connection with the preparation of any Registration Statement, including
amendments and supplements thereto, in order to effect the registration of
any
Capital Partners Shares or GTI Shares under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal
and applicable state securities laws.
-11-
3.5 Holder
Obligations.
No
holder of Capital Partners Shares or GTI Shares may participate in any
underwritten offering pursuant to this Section 3 unless such holder (a) agrees
to sell only such holder’s Capital Partners Shares or GTI Shares on the basis
reasonably provided in any underwriting agreement, and (b) completes, executes
and delivers any and all questionnaires, powers of attorney, custody agreements,
indemnities, underwriting agreements and other documents reasonably required
by
or under the terms of any underwriting agreement or as reasonably requested
by
the Company.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by the Company.
The
Company agrees to indemnify and hold harmless Capital Partners, GTI, any other
holder of Capital Partners Shares or GTI Shares, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and
agents, and each person, if any, who controls Capital Partners Shares or GTI
and
each other holder of Capital Partners Shares or GTI Shares (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act), from
and
against any expenses, losses, judgments, claims, damages or liabilities, whether
joint or several, arising out of or based upon any untrue statement (or
allegedly untrue statement) of a material fact contained in any Registration
Statement under which the sale of such Capital Partners Shares or GTI Shares
was
registered under the Securities Act, any preliminary Prospectus, final
Prospectus or summary Prospectus contained in the Registration Statement, or
any
amendment or supplement to such Registration Statement, or arising out of or
based upon any omission (or alleged omission) to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar as such expense, loss, claim, damage or liability arises out
of
or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary Prospectus,
final Prospectus, or summary Prospectus, or any such amendment or supplement,
in
reliance upon and in conformity with information furnished to the Company,
in
writing, by such selling holder expressly for use therein; provided, however,
that the foregoing indemnity shall not inure to the benefit of any holder (or
to
the benefit of any person controlling such holder) from whom the person
asserting such losses, claims or liabilities purchased the Capital Partners
Shares or GTI Shares, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such holder to such person,
if
required by law so to have been delivered at or prior to the written
confirmation of the sale of the Capital Partners Shares or GTI Shares to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such losses, claims, damages or liabilities, unless
such failure is the result of noncompliance by the Company with Section 3.1.3
hereof. The Company also shall indemnify the Underwriter, their officers,
employees, affiliates, directors, partners, members, attorneys and agents,
and
each person who controls the Underwriter on substantially the same basis as
that
of the indemnification provided above in this Section 4.1.
-12-
4.2 Indemnification
by Holders of Capital Partners Shares or GTI Shares.
Each
selling holder of Capital Partners Shares or GTI Shares will, with respect
to
any Registration Statement where Capital Partners Shares or GTI Shares were
registered under the Securities Act, indemnify and hold harmless the Company,
each of its directors and officers, each underwriter, if any, and each other
person, if any, who controls such selling holder, such underwriter or the
Company (within the meaning of Section 15 of the Securities Act or Section
20 of
the Exchange Act), against any losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out
of
or are based upon any untrue statement or allegedly untrue statement of a
material fact contained in any Registration Statement under which the sale
of
such Capital Partners Shares or GTI Shares was registered under the Securities
Act, any preliminary Prospectus, final Prospectus or summary Prospectus
contained in the Registration Statement, or any amendment or supplement to
the
Registration Statement, or arise out of or are based upon any omission or the
alleged omission to state a material fact required to be stated therein or
necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by such selling holder expressly for use therein,
and
shall reimburse the Company, its directors and officers, and each such
controlling person for any legal or other expenses reasonably incurred by any
of
them in connection with investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder
shall be several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling holder in connection with the sale
of
the Capital Partners Shares or GTI Shares by such selling holder pursuant to
the
Registration Statement containing such untrue statement or allegedly untrue
statement.
4.3 Conduct
of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage
or
liability or any action in respect of which indemnity may be sought pursuant
to
Section 4.1 or 4.2, such person (the “Indemnified
Party”)
shall,
if a claim in respect thereof is to be made against any other person for
indemnification hereunder, promptly notify such other person (the “Indemnifying
Party”)
in
writing of the loss, claim, judgment, damage, liability or action. If the
Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent that it
elects jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice
from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall
not
be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation. In any such proceeding, the Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (a)
the
Indemnified Party and the Indemnifying Party shall have mutually agreed to
the
retention of such counsel, or (b) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interest between them.
The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or there
is a final judgment for the plaintiff, the Indemnifying Party agrees to
indemnify the Indemnified Party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if
at
any time an Indemnified Party shall have requested an Indemnifying Party to
reimburse the Indemnified Party for fees and expenses of counsel as contemplated
in this Section 4.3, the Indemnifying Party agrees that it shall be liable
for
any settlement of any proceeding effected without its written consent if (x)
such settlement is entered into more than thirty (30) days after receipt by
such
Indemnifying Party of the aforesaid request, and (y) such Indemnifying Party
shall not have reimbursed the Indemnified Party in accordance with such request
prior to the date of such settlement (other than reimbursement for fees and
expenses the Indemnifying Party is contesting in good faith). No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent
to entry of judgment or effect any settlement of any claim or pending or
threatened proceeding in respect of which the Indemnified Party is or could
have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such judgment or settlement includes an unconditional release
of
such Indemnified Party from all liability arising out of such claim or
proceeding.
-13-
4.4 Contribution.
4.4.1 If
the
indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party,
in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid
or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative
benefits received by the Indemnified Parties on the one hand and the
Indemnifying Parties on the other from the offering. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the Indemnified Party failed to give the notice required under Section
4.3 above, then each Indemnifying Party shall contribute to such amount paid
or
payable by such Indemnified Party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Indemnified Parties on the one hand and the Indemnifying Parties on the other
in
connection with the actions or omissions which resulted in such loss, claim,
damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro
rata
allocation or by any other method of allocation which does not take account
of
the equitable considerations referred to in the immediately preceding Section
4.4.1. The amount paid or payable by an Indemnified Party as a result of any
loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations
set
forth above, any legal or other expenses incurred by such Indemnified Party
in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of Capital
Partners Shares or GTI Shares shall be required to contribute any amount in
excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received by such
holder from the sale of Capital Partners Shares or GTI Shares which gave rise
to
such contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
-14-
5. UNDERWRITING
AND DISTRIBUTION.
5.1 Rule
144.
The
Company covenants that it shall file any reports required to be filed by it
under the Securities Act and the Exchange Act and shall take such further action
as the holders of Capital Partners Shares or GTI Shares may reasonably request,
all to the extent required from time to time to enable such holders to sell
Capital Partners Shares or GTI Shares without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act, or any similar provision thereto, but not Rule
144A.
6. MISCELLANEOUS.
6.1 Assignment;
No Third Party Beneficiaries.
This
Agreement and the rights, duties and obligations of the Company hereunder may
not be assigned or delegated by the Company in whole or in part. This Agreement
and the rights, duties and obligations of the holders of Capital Partners Shares
or GTI Shares hereunder may be freely assigned or delegated by such holder
of
Capital Partners Shares or GTI Shares in conjunction with and to the extent
of
any permitted transfer of Capital Partners Shares or GTI Shares by any such
holder in accordance with applicable law. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of the
parties, to Xxxxxx Xxxxxx & Co. Inc. and their respective successors and the
permitted assigns of Capital Partners or GTI, or holder of Capital Partners
Shares or GTI Shares, or of any assignee of Capital Partners or GTI, or holder
of Capital Partners Shares or GTI Shares. This Agreement is not intended to
confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Section 4 and this Section 6.1.
6.2 Notices.
All
notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect
to
this Agreement shall be in writing and shall be personally served, delivered
by
reputable air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to
such
other address as such party shall have specified most recently by written notice
provided in accordance with this Section 6.2. Notice shall be deemed given
on
the date of service or transmission if personally served or transmitted by
telegram, telex or facsimile; provided, that if such service or transmission
is
not on a Business Day or is after normal business hours, then such notice shall
be deemed given on the next Business Day. Notice otherwise sent as provided
herein shall be deemed given on the next Business Day following timely delivery
of such notice to a reputable air courier service with an order for next-day
delivery.
-15-
To
the
Company:
000
Xxxx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
Attention:
Chief Executive Officer
with
a
copy to:
XxXxxxxxx
Will & Xxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxxxx X. Older
To
Capital Partners or GTI:
000
Xxxx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
with
a
copy to:
XxXxxxxxx
Will & Xxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxxxxx X. Older
A
copy of
any notice sent hereunder shall be sent to:
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx Xxxxxx
and
Benesch,
Friedlander, Xxxxxx & Xxxxxxx LLP
0000
XX
Xxxxx
000
Xxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxx, Esq.
6.3 Severability.
This
Agreement shall be deemed severable, and the invalidity or unenforceability
of
any term or provision hereof shall not affect the validity or enforceability
of
this Agreement or of any other term or provision hereof. Furthermore, in lieu
of
any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Agreement a provision as similar
in
terms to such invalid or unenforceable provision as may be possible and be
valid
and enforceable.
6.4 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and
the
same instrument.
6.5 Entire
Agreement.
This
Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral
or written.
6.6 Modifications
and Amendments.
No
amendment, modification or termination of this Agreement shall be binding upon
any party unless executed in writing by such party.
6.7 Titles
and Headings.
Titles
and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement.
-16-
6.8 Waivers
and Extensions.
Any
party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided, that such waiver will not be effective against
the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after
the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver
or
extension of time for performance of any obligations or acts shall be deemed
a
waiver or extension of the time for performance of any other obligations or
acts.
6.9 Remedies
Cumulative.
In the
event that the Company fails to observe or perform any covenant or agreement
to
be observed or performed under this Agreement, Capital Partners or GTI, or
any
other holder of Capital Partners Shares or GTI Shares, may proceed to protect
and enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction against
the breach of any such term or in aid of the exercise of any power granted
in
this Agreement or to enforce any other legal or equitable right, or to take
any
one or more of such actions, without being required to post a bond. None of
the
rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or
otherwise.
6.10 Governing
Law.
This
Agreement shall be governed by and interpreted and construed in accordance
with
the laws of the State of New York applicable to contracts formed and to be
performed entirely within the State of New York, without regard to the conflicts
of law provisions thereof to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction. The Company
and
the holders of Capital Partners Shares or GTI Shares irrevocably and
unconditionally submit to the exclusive jurisdiction of the United States
District Court for the Southern District of New York or, if such court does
not
have jurisdiction, the New York State Supreme Court in the Borough of Manhattan,
in any action arising out of or relating to this Agreement, agree that all
claims in respect of the action may be heard and determined in any such court
and agree not to bring any action arising out of or relating to this Agreement
in any other court. In any action, the Company and the holders of Capital
Partners Shares or GTI Shares irrevocably and unconditionally waive and agree
not to assert by way of motion, as a defense or otherwise any claims that it
is
not subject to the jurisdiction of the above court, that such action is brought
in an inconvenient forum or that the venue of such action is improper. Without
limiting the foregoing, the Company and the holders of Capital Partners Shares
or GTI Shares agree that service of process at each parties respective addresses
as provided for in Section 6.2 above shall be deemed effective service of
process on such party.
6.11 Waiver
of Trial by Jury.
Each
party hereby irrevocably and unconditionally waives the right to a trial by
jury
in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or relating to
this
Agreement, the transactions contemplated hereby, or the actions of Capital
Partners or GTI in the negotiation, administration, performance or enforcement
hereof.
-17-
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
-18-
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to
be executed and delivered by their duly authorized representatives as of the
date first written above.
| Global Technology Industries, Inc. | ||
| |
|
|
| Date: | By: | |
|
Name: Xxxxxx X. Xxx |
||
| Title: Chief Executive Officer | ||
| GTI Holdings, LLC | ||
| |
|
|
| Date: | By: | |
|
Name: [ ] |
||
| Title: [ ] | ||
| GTI Capital Partners LLC | ||
| |
|
|
| Date: | By: | |
|
Name: [ ] |
||
| Title: [ ] | ||
-19-
