UNDERWRITING AGREEMENT between GLOBAL TECHNOLOGY INDUSTRIES, INC. and MORGAN JOSEPH & CO. INC. Dated: ________, 2006Underwriting Agreement • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • New York
GLOBAL TECHNOLOGY INDUSTRIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of June 5, 2006 by Global Technology Industries, Inc., upon the terms and conditions described herein.
PRIVATE PLACEMENT SECURITIES PURCHASE AGREEMENTPrivate Placement Securities Purchase Agreement • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • 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 • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of ________, 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”), Robert J. Cresci, Charles Fabrikant, Harry Macklowe, Morris Mark (together with Robert J. Cresci, Charles Charles Fabrikant and Harry Macklowe, the "Independent Directors") and GTI Capital Partners LLC (“Capital Partners”), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2006 • Global Technology Industries, Inc. • Blank checks • 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”).
