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, Morgan Joseph & 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. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “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 Morgan Joseph & 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. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

          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 Morgan Joseph & 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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 insider trading 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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 Morgan Joseph & 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.

     

    
      
        
        

      

      
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    To
      the
      Company:

     

    Global
      Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

    Attention:
      Chief Executive Officer

     

    with
      a
      copy to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      NY 10017

    Attention:
      Stephen E. Older

     

    To
      Capital Partners or GTI:

     

    c/o
      Global Technology Industries, Inc.

    375
      Park
      Avenue, Suite 1505

    New
      York,
      NY 10152

     

    with
      a
      copy to:

     

    McDermott
      Will & Emery LLP

    340
      Madison Avenue

    New
      York,
      NY 10017

    Attention:
      Stephen E. Older

     

    A
      copy of
      any notice sent hereunder shall be sent to:

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    Attn:
      Mike Powell

     

    and

     

    Benesch,
      Friedlander, Coplan & Aronoff LLP

    2300
      BP
      Tower

    200
      Public Square

    Cleveland,
      OH 44114

    Attn:
      Douglas E. Haas, 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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: 
Robert
              B. Kay
	 	Title:  
               Chief Executive Officer


    

    
       

      
        	 	 	 
	 	GTI
                Holdings, LLC
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                
Name: 
                [                  
                ]
	 	Title:    [                  
                ]


      

      
        
           

          
            	 	 	 
	 	GTI
                    Capital Partners LLC
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                    
Name: 
                    [                  
                    ]
	 	Title:    [                  
                    ]


          

           

        

      

    

    
      
        
          
            
            

          

          
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