Investment Management Trust Agreement

INVESTMENT MANAGEMENT TRUST AGREEMENT



This Agreement (this " Agreement ") is made as of _________, 2006 by and between Global Technology Industries, Inc. (the " Company "), Continental Stock Transfer & Trust Company (the " Trustee ") and Morgan Joseph & Co. Inc. (" Morgan Joseph ")



WHEREAS, the Company has entered into an Underwriting Agreement with Morgan Joseph acting as the representative of the underwriters (collectively, the " Underwriters "), pursuant to which, among other matters, the Underwriters have agreed to purchase from the Company, and effect a public offering (the " IPO ") of, 10,000,000 Units ( ? Units "), each Unit consisting of one share of the Company's common stock, par value $.0001 per share (" Common Stock "), and one warrant (" Warrant "), each Warrant to purchase one share of Common Stock all as more fully described in the Company's final Prospectus comprising part of the Company's Registration Statement on Form S-1 (File No. 333 _______) under the Securities Act of 1933, as amended (" Registration Statement ");



WHEREAS, the Company has completed a private placement pursuant to which GTI Holdings, LLC, which is the parent holding company of Global Technology Investments, LLC and is owned by certain of the Company ?s officers and directors, purchased (i) an aggregate of 250,000 Units (" Private Placement Units ") for an aggregate of $2,000,000 (the " Private Placement ") and (ii) 416,667 additional Warrants (" Private Placement Warrants ") at a price of $1.20 per Warrant or $500,000 in the aggregate (sold separately and not in combination with the Common Stock in the form of the Private Placement Units), which Private Placement Units and Private Placement Warrants shall be substantially identical to the Units and Warrants issued in the IPO, except that the Private Placement Units, and their underlying shares of Common Stock and Warrants, and the Private Placement Warrants shall not initially be registered under the Securities Act of 1933, as amended;



WHEREAS, the Registration Statement has been declared effective as of the date hereof by the Securities and Exchange Commission (" Effective Date ");



WHEREAS, as described in the Registration Statement, funds (the " Property ") constituting a portion of the proceeds of the IPO and the Private Placement will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Common Stock (the " Public Stockholders ," and collectively with the Company, the " Beneficiaries ") issued in the IPO as part of the Units (such shares, excluding shares of Common Stock issued upon exercise of Warrants issued in the IPO, the " IPO Shares "); and



WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.



IT IS AGREED:



1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:



(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement (" Trust Account ") established by the Trustee at a branch of [BANK] selected by the Trustee;








(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;



(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in (i) money market funds meeting certain conditions under Rule 2a-7 (or any successor rule) promulgated under the Investment Company Act of 1940 as determined by the Company or (ii) securities issued or guaranteed by the United States, selected by the Company;



(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the "Property";



(e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;



(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company's preparation of the tax returns for the Trust Account;



(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company;



(h) Render to the Company and to Morgan Joseph, and to such other persons as the Company may from time to time instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;



(i) Upon written instructions from the Company, deliver to the Company, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property;



(j) Upon receipt of a letter (a " Termination Letter "), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and affirmed by a majority of its Board of Directors, comply with the instructions set forth in the letter regarding the liquidation of the Trust Account, including distribution of the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; and



(k) If the Trustee shall not have received a Termination Letter on or prior to the Distribution Date, promptly following the Distribution Date the Trustee shall liquidate the Trust Account in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the Public Stockholders as of a record date established fixed by the Trustee, which record date shall be within ten days of the liquidation date, or as soon thereafter as is practicable. For purposes of this Agreement, the " Distribution Date " shall mean _______ ___, 2007 [18 months from the Effective Date] or, if on or prior to such date the Trustee has received a certification from the Company substantially in the form of Exhibit C, the date that is two years from the Effective Date.





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2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:



(a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized Individual. The " Authorized Individuals " shall be those individuals from time to time designated in writing to the Trustee by the Company as "Authorized Officers," provided that each such individual must be an executive officer or Chairman of the Board of the Company. The initial Authorized Individuals are identified in Exhibit D to this Agreement. In addition, except with respect to its duties under Section 1(j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;



(b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim "). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided , however , that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;



(c) Pay the Trustee an initial acceptance fee of [$1,000] and an annual fee of [$3,000] (it being expressly understood that the Property shall not be used to pay such fee). The Company shall pay the Trustee the initial acceptance fee and first year's fee on the Effective Date and thereafter yearly on the anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in Section 2(b) of this Agreement (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such paragraph);



(d) In connection with any vote of the Company's stockholders regarding a Business Combination (as defined in the Certificate of Incorporation of the Company), provide to the Trustee an affidavit or ...