UNDERWRITING AGREEMENT between GLOBAL TECHNOLOGY INDUSTRIES, INC. and MORGAN JOSEPH & CO. INC. Dated: ________, 2006Underwriting Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
The undersigned, Global Technology Industries, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as “you,” “Morgan Joseph & Co.” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
Agreement made as of March __, 2006 between Global Technology Industries, Inc., a Delaware corporation, with offices at 375 Park Avenue, Suite 1505, New York, NY 10152 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2006 • Global Technology Industries, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of this ______ day of _______________, 200_, by and between Global Technology Industries, Inc., a Delaware corporation (the “Company”), and ______________________________ (“Indemnitee”), with reference to the following facts:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
PRIVATE PLACEMENT SECURITIES PURCHASE AGREEMENTPrivate Placement Securities Purchase Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
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”), Morgan Joseph & Co. Inc. (“Morgan Joseph”) 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of March ___, 2006, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), Global Technology Industries, Inc., a Delaware corporation (the “Company”), and GTI Holdings, LLC (“GTI”), which is the parent holding company of Global Technology Investments, LLC and is owned by certain of the Company’s officers and directors, with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
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”).
GLOBAL TECHNOLOGY INDUSTRIES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
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”).
March , 2006Warrant Purchase Agreement • March 17th, 2006 • Global Technology Industries, Inc.
LETTER AGREEMENT GLOBAL TECHNOLOGY INDUSTRIES, INC. March , 2006Services Agreement • March 17th, 2006 • Global Technology Industries, Inc.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 17th, 2006 • Global Technology Industries, Inc. • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of March ___, 2006, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), Global Technology Industries, Inc., a Delaware corporation (the “Company”), and GTI Capital Partners LLC (“Capital Partners”), with reference to the following facts:
