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Global Technology Industries, Inc.
375 Park Avenue, Suite
1505
New York, New York 10152
January 12, 2006
Mr. Jonathan N.
Schulhof
375 Park
Avenue, Suite 1505
The purpose of this letter is to set forth
certain understandings regarding GTI Holdings, LLC's ("GTI")
advance of $75,000 (the “Advance”) to Global Technology
Industries, Inc., a Delaware corporation (the
“Company”), to pay for certain fees, costs and expenses
in connection with the Company’s initial public offering (the
“Offering”). Such Advance shall be subject to the
following conditions:
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1.
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Amounts
constituting the Advance shall be used by the Company to pay for a
portion of the fees, costs and expenses relating to the SEC
registration fee, the NASD registration fee, and the American Stock
Exchange listing fee in connection with the Offering.
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2.
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The Advance
will be payable by the Company on the consummation of the
Offering.
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3.
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The Advance
will be repaid out of the proceeds of the Offering.
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4.
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The Company
hereby represents and warrants that: (i) it is a corporation, duly
formed, validly existing and in good standing under the laws of the
State of Delaware; (ii) it has the requisite power and authority to
enter into, execute, deliver and perform the terms
hereof;
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