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”),
      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”).

     


      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. 

     

    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. 

     

    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, Morgan Joseph
      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, Morgan Joseph and the other underwriters in the IPO harmless from
      all
      losses, damages or expenses that relate to claims or proceedings brought against
      the Company, Morgan Joseph 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 Morgan Joseph, 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 Morgan Joseph 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 Morgan
      Joseph and appoint a substitute agent acceptable to Morgan Joseph 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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the date first written
      above.

     

    
      	
              GLOBAL
                TECHNOLOGY INDUSTRIES, INC.

            	 	 	GTI HOLDINGS, LLC
	
              A
                Delaware Corporation

            	 	 	 
	 	 	 	 
	By:
              /s/ Robert B.
              Kay	 	 	By:
              /s/ Jonathan
              N. Schulhof
	
              

            	 	 	
              

            
	Name:
              Robert B.
              Kay
Title: President	 	 	Name:
              Jonathan N.
              Schulhof
Title: President


    

     

    
      	MORGAN
              JOSEPH
              & CO. INC.	 	 	 
	as representative of the
              underwriters	 	 	 
	 	 	 	 
	By:
              /s/ R. Michael
              Powell	 	 	
            
	
              

            	 	 	
            
	Name:
              R. Michael
              Powell
Title: Managing Director	 	 	 


    

     

    
      
        
        

      

      
        -4-