Great American Group, Inc. (Form: 8-K, Received: 08/06/2009 17:26:17)

August 5, 2009

GREAT AMERICAN GROUP, INC.

/s/ Paul Erickson

Paul Erickson

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2009

GREAT AMERICAN GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-159644

27-0223495

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

21860 Burbank Boulevard, Suite 300 South

Woodland Hills, California

91367

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (818) 884-3737

590 Madison Avenue, 35th Floor

New York, New York 10022

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

GREAT AMERICAN GROUP, INC. (THE “COMPANY”) CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AS AMENDED. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF THE COMPANY REGARDING, AMONG OTHER THINGS, THE BUSINESS OF THE COMPANY, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: (1) DIFFICULTIES ENCOUNTERED IN INTEGRATING THE MERGED COMPANIES; (2) OFFICERS AND DIRECTORS ALLOCATING THEIR TIME TO OTHER BUSINESSES AND POTENTIALLY HAVING CONFLICTS OF INTEREST WITH THE COMPANY’S BUSINESS; (3) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN, THE COMPANY’S OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE ACQUISITION (AS DEFINED BELOW); (4) THE POTENTIAL LIQUIDITY AND TRADING OF THE COMPANY’S PUBLIC SECURITIES; (5) THE COMPANY’S REVENUES AND OPERATING PERFORMANCE; (6) CHANGES IN OVERALL ECONOMIC CONDITIONS; (7) THE RESULTS OF ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF THE COMPANY FOLLOWING THE ACQUISITION; (8) RISKS AND COSTS ASSOCIATED WITH REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS (INCLUDING PURSUANT TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002); (9) THE NOTE (AS DEFINED BELOW) IS IN FAVOR OF CERTAIN PARTIES RELATED TO THE COMPANY AND THEIR INTERESTS MAY DIFFER FROM THOSE OF THE COMPANY’S SECURITYHOLDERS; (10) THE COMPANY’S OBLIGATIONS PURSUANT TO THE NOTE MAY NEGATIVELY AFFECT THE COMPANY’S FINANCIAL POSITION AND RESULTS OF OPERATIONS; (11) THE COMPANY’S OBLIGATIONS PURSUANT TO THE NOTE MAY REDUCE THE COMPANY’S ABILITY TO PURSUE FUTURE LIQUIDATION ENGAGEMENTS AND OTHER BUSINESS OPPORTUNITIES; (12) THE COMPANY’S OBLIGATIONS PURSUANT TO THE NOTE MAY INCREASE THE COMPANY’S NEED FOR ADDITIONAL SOURCES OF FINANCING IN THE FUTURE AND THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO OBTAIN ANY ADDITIONAL FINANCING ON COMMERCIALLY REASONABLE TERMS, IF AT ALL; (13) IF THE COMPANY IS UNABLE TO SATISFY ITS OBLIGATIONS UNDER THE NOTE ON OR PRIOR TO THE MATURITY DATE, THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO REFINANCE THE NOTE ON COMMERCIALLY REASONABLE TERMS, IF AT ALL; AND (14) OTHER RISKS REFERENCED FROM TIME TO TIME IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND THOSE FACTORS LISTED UNDER “ RISK FACTORS ” IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS DATED AS OF JULY 20, 2009 AND FILED WITH THE SEC. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. THE COMPANY DOES NOT ASSUME ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

THE INFORMATION ON GREAT AMERICAN’S (AS DEFINED BELOW) WEBSITE IS NOT, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS THE COMPANY MAKES WITH THE SEC.

Item 1.01.

Entry into a Material Definitive Agreement.

The Company is party to that certain Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1 to Agreement and Plan of Reorganization, dated as of May 29, 2009, Amendment No. 2 to Agreement and Plan of Reorganization, dated as of July 8, 2009, and Amendment No. 3 to Agreement and Plan of Reorganization, dated as of July 28, 2009 (as amended, the “Purchase Agreement”), by and among Alternative Asset Management Acquisition Corp. (“AAMAC”), the Company, a wholly-owned subsidiary of AAMAC, AAMAC Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Great American Group, LLC (“Great American”), the members of Great American (the “Great American Members”) and the representative of the Great American Members and the phantom equityholders of Great American (the “Phantom Equityholders” and, together with the Great American Members, the “Contribution Consideration Recipients”), pursuant to which, on July 31, 2009, the Great American Members contributed all of their membership interests of Great American to the Company (the “Contribution”) and concurrently, AAMAC merged with and into Merger Sub (the “Merger” and, together with the Contribution, the “Acquisition”). As a result of the Acquisition, Great American and AAMAC became wholly-owned subsidiaries of the Company.

The Purchase Agreement and the amendments thereto are filed as Exhibits 2.1 through 2.4 to this current report on Form 8-K.

Promissory Note

In connection with the consummation of the Acquisition, the Company issued a subordinated, unsecured promissory note in favor of the Contribution Consideration Recipients (the “Note”) as part of the consideration for the Contribution. The Note was issued in an aggregate principal amount of approximately $55.6 million which is $60.0 million less approximately $4.4 million, the amount of the payments made from AAMAC’s trust account to the Contribution Consideration Recipients in connection with the consummation of the Acquisition in accordance with the Purchase Agreement. The Note has a five-year maturity and bears interest at a rate of 12% per annum. Commencing on October 31, 2009, interest on the Note is payable quarterly in arrears on January 31st, April 30th, July 31st, and October 31st of each year. One-fifth of the principal amount of the Note, including any accrued and unpaid interest thereon, will be payable on each anniversary of the date of issuance of the Note through the fifth anniversary thereof.

Employment Agreements

In connection with the consummation of the Acquisition, the Company entered into separate employment agreements with Messrs. Harvey Yellen, Andrew Gumaer, Paul Erickson and Scott Carpenter (the “Employment Agreements”). The Employment Agreements have no defined length of employment. Either party may terminate the employment relationship at any time, subject to possible severance payments as set forth below.

Pursuant to the Employment Agreements, Messrs. Yellen, Gumaer, Erickson and Carpenter receive annual base salaries of $600,000, $600,000, $300,000, and $225,000, respectively. These base salaries are subject to annual increases of no less than five percent of the base salary. Each Employment Agreement also provides for the award of an annual discretionary bonus and a monthly automobile allowance.

Each Employment Agreement contains an indemnification provision wherein the Company promises to defend, indemnify, and hold the employee harmless to the fullest extent permitted by law against any and all liabilities incurred by the employee in connection with employment by the Company. These covenants and agreements by the Company are in addition to the indemnity agreements entered into by the Company in favor of Messrs. Yellen, Gumaer, Erickson and Carpenter in their capacities as directors and/or officers of the Company discussed below.

Pursuant to each Employment Agreement, the Company will be obligated to make severance payments to an employee if the employment relationship is terminated by the Company without Cause (as defined below) or by the employee with “Good Reason.” “Good Reason” is (i) a material diminution in the employee’s base salary, authority, duties, or responsibilities; (ii) a material diminution in the budget over which the employee retains authority; (iii) a material change in the geographic location at which the employee must perform services; or (iv) any other action or inaction that constitutes a material breach of the terms of the employment agreement. The Employment Agreements provide for the payment of severance to Messrs. Yellen, Gumaer and Erickson in the following amounts: a lump sum equal to two years of base salary; a lump sum equal to two times the annual bonus paid during the term of employment or two times the first target bonus in the event of termination prior to any bonus being paid; and a lump

sum equal to 24 times the monthly COBRA premiums for the employee and the employee’s spouse and dependents. Mr. Carpenter’s Employment Agreement provides for the payment of severance in the following amount: a lump sum equal to one year of base salary; a lump sum equal to the highest annual bonus paid during the term of employment or the first target annual bonus in the event of termination prior to any bonus being paid; and a lump sum equal to 12 times the monthly COBRA premiums for the employee and the employee’s spouse and dependents.

Pursuant to the Employment Agreements, severance will not be owed if the employee terminates the employment relationship without Good Reason or if the Company terminates the relationship for “Cause.” “Cause” exists if the employee: (i) engages in gross misconduct or gross negligence in the performance of the employee’s duties or willfully and continuously fails or refuses to perform any duties reasonably requested in the course of the employee’s employment consistent with the employee’s position with the Company; (ii) engages in fraud, dishonesty, or any other improper conduct that causes material harm to the Company or its business or reputation; (iii) materially breaches the employment agreement; or (iv) is convicted of, or pleads guilty or no contest to, a felony or crime involving dishonesty or moral turpitude (excluding traffic offenses).

The preceding summary of the material provisions of the Employment Agreements with Messrs. Yellen, Gumaer, Erickson and Carpenter is qualified in its entirety by reference to the complete text of the employment agreements with Messrs. Yellen, Gumaer, Erickson and Carpenter, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this current report on Form 8-K.

Registration Rights Agreement

In connection with the consummation of the Acquisition, the Company entered into that certain Registration Rights Agreement, dated as of July 31, 2009 (the “Registration Rights Agreement”), with the Contribution Consideration Recipients and OHL Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal Investments LLC and AAMAC’s former directors and officers (collectively, the “AAMAC Founders”). Pursuant to the Registration Rights Agreement, the Contribution Consideration Recipients and the AAMAC Founders are entitled to registration rights, subject to certain limitations, with respect to the Company’s common stock they received in the Acquisition. The holders of a majority in interest of the Company’s common stock held by each of the Contribution Consideration Recipients and the AAMAC Founders are entitled to require the Company, on one occasion each, to register, under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock they received in consideration for the Acquisition as well as any securities issued in place of or as a dividend or distribution on such common stock (the “Demand Registration Rights”). The majority in interest of each of the Contribution Consideration Recipients and the AAMAC Founders may elect to exercise Demand Registration Rights at any time after January 17, 2010, the six-month anniversary following the date of effectiveness of the registration statement on Form S-4, as amended, filed by the Company with the SEC in connection with the Acquisition, so long as the estimated market value of the shares of common stock to be registered is at least $500,000. In addition, the Contribution Consideration Recipients and the AAMAC Founders have certain “piggyback” registration rights on registration statements filed after the Company consummates the Acquisition. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The preceding summary of the material provisions of the Registration Rights Agreement is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.5 to this current report on Form 8-K.

Escrow Agreements

In connection with the consummation of the Acquisition, the Company entered into that certain Escrow Agreement, dated as of July 31, 2009 (the “Escrow Agreement”), with Great American, the Great American Members and Continental Stock Transfer & Trust Company, as escrow agent, to provide a fund (a) to secure the indemnification obligations of Great American to AAMAC against losses that the Company, as the surviving entity of the Acquisition, may sustain as a result of (i) the inaccuracy or breach of any representation or warranty made by Great American in the Purchase Agreement or any schedule or certificate delivered by Great American in connection with the Purchase Agreement and (ii) the non-fulfillment or breach of any covenant or agreement made by Great American in the Purchase Agreement, (b) to offset against any working capital shortfall pursuant to the Purchase Agreement or (c) to offset against any inventory amount shortfall (together with the claims set forth in

clauses (a) and (b), the “Escrow Claims”). Pursuant to the Escrow Agreement, the Great American Members placed in escrow an aggregate of 1,500,000 shares of the Company’s common stock (the “Escrowed Indemnification Stock”).

The first 600,000 shares of the Escrowed Indemnification Stock will be released from escrow on the day that is the 30th day after the date the Company files its annual report on Form 10-K for the year ending December 31, 2009 with the SEC (the “First Escrow Release Date”), less portion of the shares applied in satisfaction of, or reserved with respect to the Escrow Claims, if any. However, with respect to any Escrow Claim made with respect to clause (c) in the previous sentence, the maximum number of shares of the Company’s common stock that may be applied in satisfaction of such claim is 1,320,000, and provided that no such Escrow Claim shall be made prior to the date that all of the specified inventory assets of Great American are sold. The remaining Escrowed Indemnification Stock shall be released on the day that is the 30th day after the date the Company files its annual report on Form 10-K for the year ended December 31, 2010 with the SEC (the “Final Escrow Release Date”), less that portion of the shares applied in satisfaction of or reserved with respect to Escrow Claims. With respect to any Escrow Claims properly and timely delivered pursuant to the Purchase Agreement that remain unresolved at the time of the First Escrow Release Date or the Final Escrow Release Date, a portion of the Escrowed Indemnification Stock will remain in escrow until such claims are resolved, at which time the remaining Escrowed Indemnification Stock shall be promptly returned to the Contribution Consideration Recipients.

The preceding summary of the material provisions of the Escrow Agreement is qualified in its entirety by reference to the complete text of the Escrow Agreement, a copy of which is filed as Exhibit 10.6 to this current report on Form 8-K.

Lock-Up Agreements

In connection with the consummation of the Acquisition, each of the Contribution Consideration Recipients entered into a lock-up agreement with the Company (collectively, the “Lock-Up Agreements”) pursuant to which 50% of the Company’s common stock received by the Contribution Consideration Recipients pursuant to the Acquisition will be released (or issued, as applicable) from the lock-up on the date that is six months following the closing of the Acquisition, an additional 25% of the Company’s common stock received by the Contribution Consideration Recipients shall be released on the date that is twelve months following the closing of the Acquisition, and the remaining 25% of the Company’s common stock received by the Contribution Consideration Recipients shall be released on the date that is eighteen months following the closing of the Acquisition.

The preceding summary of the material provisions of the Lock-Up Agreements is qualified in its entirety by reference to the complete text of the Lock-Up Agreements, a form of which is filed as Exhibit 10.7 to this current report on Form 8-K.

Letter Agreement with AAMAC Founders

Pursuant to that certain letter agreement, dated as of May 14, 2009 (the “Letter Agreement”), as amended on July 8, 2009 (the “July 8 Amendment”), and as further amended on July 28, 2009 (the “July 28 Amendment” and, together with the July 2 Amendment, the “Letter Agreement Amendments”), by and among the Company, the AAMAC Founders, AAMAC and Great American, the AAMAC Founders agreed to cancel 7,850,000 shares of their AAMAC common stock before the consummation of the Acquisition and to cancel 2,500,000 shares of the Company’s common stock that they received in exchange for their AAMAC common stock. The AAMAC Founders also agreed that 1,500,000 shares of the Company’s common stock that they received in exchange for their AAMAC shares, which were deposited into escrow in connection with AAMAC’s initial public offering, will continue to be held in escrow and subject to the restrictions on voting and disbursements for a period of one year from the closing of the Acquisition. Moreover, the AAMAC Founders also agreed that 1,000,000 of their shares of the Company’s common stock will continue to be held in escrow until Great American’s achievement of any one of the Adjusted EBITDA targets described under Item 2.01 of this current report on Form 8-K and in the Purchase Agreement. These shares will be forfeited and cancelled if Great American fails to achieve any of the Adjusted EBITDA targets.

The preceding summary of the material provisions of the Letter Agreement, as amended by the Letter Agreement Amendments, is qualified in its entirety by reference to the complete text of the Letter Agreement and the Letter Agreement Amendments, copies of which are filed as Exhibits 10.8 through 10.10 to this current report on Form 8-K.

Indemnity Agreements

On July 31, 2009, the Company entered into separate indemnity agreements with each of its officers and directors (each, an “Indemnity Agreement” and collectively, the “Indemnity Agreements”) pursuant to which the Company agreed to indemnify such individuals in connection with claims brought against them in their capacities as officers and directors of the Company. Each Indemnity Agreement also provides each individual with, among other things, certain advancement rights in legal proceedings so long as such individual undertakes to repay the advancement if it is later determined that such individual is not entitled to be indemnified.

The preceding is a summary of the material provisions of the Indemnification Agreements and is qualified in its entirety by reference to the complete text of the form of the Indemnification Agreements, a form of which is filed as Exhibit 10.10 to this current report on Form 8-K.

Amendment to Warrant Agreement

In connection with the consummation of the Acquisition, AAMAC entered into Amendment No. 1 to the Amended and Restated Warrant Agreement with Continental Stock Transfer & Trust Company (the “Warrant Agreement”) to amend the terms of the Warrant Agreement governing the AAMAC warrants exercisable for shares of AAMAC common stock in order to (i) require the redemption of all of the outstanding AAMAC warrants, including those held by AAMAC’s sponsors, at a price of $0.50 per warrant at any time on or prior to the 90th day following the Acquisition (the “Warrant Redemption”), (ii) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91st day following the consummation of the Acquisition and (iii) preclude any adjustment of the warrants as a result of the Acquisition (the “Warrant Amendment”). The Warrant Agreement and the Warrant Amendment govern the outstanding warrants of the Company issued in exchange for AAMAC warrants in connection with the Acquisition.

In connection with the consummation of the Acquisition, $23,012,500 of the funds released from the AAMAC trust account were deposited in a separate account at Continental Stock Transfer & Trust Co. pending conduct of the Warrant Redemption.

The preceding summary of the material provisions of the Warrant Agreement and the Warrant Amendment is qualified in its entirety by reference to the complete text of the form of Warrant Agreement and the Warrant Amendment, copies of which are attached to this current report on Form 8-K as Exhibits 4.1 and 4.2, respectively. The form of warrant certificate is filed as Exhibit 4.3 to this current report on Form 8-K.

Item 2.01.

Completion of Acquisition.

The Acquisition was consummated on July 31, 2009. As a result of the Acquisition, Great American and AAMAC became wholly-owned subsidiaries of the Company.

In connection with the Acquisition, (i) each outstanding share of AAMAC common stock was exchanged for 2.0 shares of the Company’s common stock and (ii) each outstanding AAMAC warrant, which was exercisable for one share of AAMAC common stock, was exchanged for a warrant exercisable for one share of the Company’s common stock. The units of AAMAC were separated into the component common stock and warrant, each of which participated in the Acquisition as described.

In connection with the Acquisition, the Contribution Consideration Recipients received (i) the Note and (ii) 12,000,000 shares of common stock of the Company (the “Closing Stock Consideration”) (1,440,000 shares of the Closing Stock Consideration is issuable to the Phantom Equityholders according to the vesting schedule described below). In addition, the Contribution Consideration Recipients are eligible to receive up to an aggregate of 6,000,000 additional shares of common stock of the Company (the “Contingent Stock Consideration”) upon Great American’s achievement of the Adjusted EBITDA targets described below and in the Purchase Agreement.

In the event Great American achieves any one of (i) $45,000,000 in Adjusted EBITDA for the 12 months ending December 31, 2009, (ii) $47,500,000 in Adjusted EBITDA for the 12 months ending March 31, 2010, or (iii) $50,000,000 in Adjusted EBITDA for the 12 months ending June 30, 2010, the Company will be obligated to

issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described below and in the Purchase Agreement. In the event Great American achieves $55,000,000 in Adjusted EBITDA for the fiscal year ending December 31, 2010, then the Company will be obligated to issue to the Contribution Consideration Recipients 2,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described below and in the Purchase Agreement. In the event Great American achieves $65,000,000 in Adjusted EBITDA for the fiscal year ending December 31, 2011, then the Company will be obligated to issue to the Contribution Consideration Recipients the remaining 2,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described below and in the Purchase Agreement; provided, however, that if the Company does not achieve the December 31, 2010 Adjusted EBITDA target but does achieve the December 31, 2011 Adjusted EBITDA target, then the Company will be obligated to issue to the Contribution Consideration Recipients 4,000,000 shares of the Contingent Stock Consideration in accordance with the vesting schedule described below and in the Purchase Agreement. For purposes of the Purchase Agreement, “Adjusted EBITDA” means the consolidated net earnings of Great American before interest expense, income taxes, depreciation, amortization, extraordinary or non-recurring loss and all other extraordinary non-cash items for the applicable period and as calculated on a consistent basis, and net earnings excludes, among other things, expenses incurred in connection with the Acquisition, payments or accruals related to any of the Phantom Equityholders any present, past of future stock based compensation, any changes in the valuation of the minority membership interests in Great American’s majority owned limited liability company subsidiaries, and the payment of the Contingent Stock Consideration and any shares of the Company’s common stock released to the AAMAC Founders pursuant to Great American’s achievement, if at all, of the Adjusted EBITDA targets described herein.

The Closing Stock Consideration to be issued to the Phantom Equityholders will be subject to vesting for a period of eighteen months and will be earned by and issued to the Phantom Equityholders subject to their continued employment, as described below and in the Purchase Agreement. The Contingent Stock Consideration will be issued to each of the Great American Members and Phantom Equityholders to the extent earned and with respect to the applicable target period, in three equal installments, beginning on the first anniversary of the closing of the Acquisition and issuable on each anniversary of the closing of the Acquisition thereafter in accordance with the Purchase Agreement.

With respect to the Phantom Equityholders, in order for a Phantom Equityholder to receive his portion of the applicable installment of the Closing Stock Consideration and/or the Contingent Stock Consideration, such Phantom Equityholder must remain continuously employed by the Company or Great American (or not have been terminated for Cause or resigned for Good Reason, each as defined in the Purchase Agreement) through the applicable vesting periods. A Phantom Equityholder will be considered to have been continuously employed during the period in which he or she is disabled. To the extent a Phantom Equityholder dies during the applicable vesting periods, the unvested Closing Stock Consideration and unvested Contingent Stock Consideration will immediately vest and be thereafter issued to such Phantom Equityholder’s heirs or estate, as applicable.

The Great American Members received from Great American, promptly following the closing date of the Acquisition, distributions of the unrestricted cash and cash equivalents held by Great American (after giving effect to the repayment of certain debt obligations of Great American in an outstanding principal amount of $2,985,000 at April 30, 2009) of approximately $18,815,000.

1,500,000 shares of Escrowed Indemnification Stock are subject to the Escrow Agreement. The Escrowed Indemnification Stock will be used to satisfy AAMAC’s indemnification claims and downward working capital adjustments, if any, each pursuant to the terms of the Purchase Agreement. If the final net working capital of Great American, as calculated pursuant to the terms of the Purchase Agreement, is greater than $6,000,000 at closing, the Great American Members will be entitled to receive from the Company in cash, and without interest, the amount by which the final net working capital of Great American exceeds $6,000,000. If the final net working capital of Great American is less than $6,000,000, the Company will be entitled to receive, solely in the form of shares from the Escrowed Indemnification Stock (which shares for purposes of this calculation are deemed valued at $9.84 per share), an amount equal to such working capital shortfall. The Escrowed Indemnification Stock will be released from escrow in accordance with the Purchase Agreement.

1,320,000 of the Escrowed Indemnification Stock owned by the Great American Members will, in addition to being subject to AAMAC’s indemnification claims and downward working capital adjustments, if any, be subject

to being cancelled by the Company (or otherwise contributed back into escrow as specified in the Purchase Agreement) to the extent that the gross proceeds received by the Company with respect to sales of certain inventory assets of Great American (as specified in the Purchase Agreement) are less than the book value of such inventory assets as set forth on Great American’s closing date balance sheet. For purposes of this calculation, these shares are deemed valued at $9.84 per share.

Immediately following the consummation of the Acquisition, the Company had 29,906,626 shares of common stock and warrants to purchase 46,025,000 shares of common stock outstanding. The Company’s common stock and warrants began trading on the OTC Bulletin Board under the symbols “GAMR” and “GAMRW,” respectively, on August 3, 2009. Approximately $407.8 million was held in AAMAC’s trust account as of July 8, 2009, the record date for the AAMAC special meeting of warrantholders and special meeting of stockholders. Upon consummation of the Acquisition, the funds were disbursed as follows: approximately $208.8 million to parties who executed certain Purchase Agreements with AAMAC, approximately $3.2 million to Citigroup Global Markets, Inc. and Lazard Capital Markets LLC, the underwriters for AAMAC’s initial public offering, for deferred discounts and commissions deposited in trust, approximately $116.6 million by Continental Stock Transfer & Trust Co. to AAMAC stockholders who voted against the transaction and properly elected to convert their shares to a pro rata portion of the AAMAC trust account, approximately $23.0 million retained by Continental Stock Transfer & Trust Co. for the warrant redemption, and the balance of approximately $56.1 million released to AAMAC. After payment of expenses incurred by AAMAC, its sponsors, Great American and the Great American Members, which totaled approximately $ 7.3 million , and a distribution of approximately $4.3 million to the Contribution Consideration Recipients, approximately $40.0 million of net proceeds were transferred to the Company.

Business

A description of the Company’s business is included in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Company’s Registration Statement on Form S-4, declared effective by the SEC on July 17, 2009 under “Business of Great American and the Company” beginning on page 162, which information is incorporated herein by reference.

Risk Factors

The risks associated with the business of Great American and the Company are described under “Risk Factors—Risks Related to Great American’s Business and Operations” beginning on page 44 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Financial Information

Certain financial information related to the business of the Company and Great American is set forth under “Great American’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 172 of the Proxy Statement/Prospectus and “AAMAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 151 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Properties

Information regarding the properties of the Company and Great American is set forth under “Business of Great American and the Company—Properties” on page 171 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s common stock immediately following the consummation of the Acquisition by:

•

each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock on July 31, 2009;

•

each of the Company’s executive officers and directors; and

•

all executive officers and directors of the Company as a group.

Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The information set forth in the table below does not reflect beneficial ownership of any of the Contingent Stock Consideration or Closing Stock Consideration issuable to the Phantom Equityholders and subject to vesting as these shares will not be earned within 60 days of the consummation of the Acquisition and do not entitle the prospective recipients the right to vote such shares on any matters until they are earned.


Name of Beneficial Owner (1)	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares Beneficially Owned (2)
Harvey M. Yellen	5,280,000	17.7	%
Andrew Gumaer	5,280,000	17.7	%
Matthew J. Hart	—	—
Hugh M. Hilton	—	—
Mark D. Klein	234,375	*
Michael J. Levitt(3)	1,222,100	4.1	%
Jonathan I. Berger(3)	1,222,100	4.1	%
Paul Erickson	—	—
Scott K. Carpenter	—	—
Thomas E. Pabst	—	—
Lester M. Friedman	—	—
Mark Weitz	—	—
Mark Naughton	—	—
All directors and executive officers as a group (13 individuals)	12,016,475	40.2	%

*	Less than 1%

(1)	Unless otherwise indicated, the business address of each holder is c/o Great American Group, Inc., 21860 Burbank Blvd., Suite 300 South, Woodland Hills, California 91367.

(2)	Based on 29,906,626 shares of common stock outstanding immediately after the consummation of the Acquisition.

(3)

These shares are held by STC Investment Holdings LLC, the business address of which is 152 West 57 ^th Street, New York, New York, 10019. Stone Tower Operating LP is the managing member of STC Investment Holdings LLC. Stone Tower Operating LP is ultimately controlled by Michael J. Levitt through Stone Tower Capital LLC. Mr. Levitt is the Chairman and Chief Investment Officer of Stone Tower Capital LLC and may be considered to have beneficial ownership of STC Investment Holdings LLC’s interests in AAMAC. Mr. Berger is a Senior Managing Director of Stone Tower Capital LLC and may be considered to have beneficial ownership of STC Investment Holdings LLC’s interests in AAMAC. Michael Levitt may be deemed to have voting and dispositive control with respect to the securities owned by STC Investment Holdings LLC. Messrs. Levitt and Berger disclaim beneficial ownership of any shares in which they do not have a pecuniary interest.

Directors and Executive Officers

Information regarding the directors and executive officers of the Company following the consummation of the Acquisition is set forth under “Management of the Company Following the Acquisition” beginning on page 206 of the Proxy Statement/Prospectus and “Management of AAMAC” beginning on page 158 of the Proxy Statement/Prospectus, as applicable, which information is incorporated herein by reference. To the extent applicable, the information regarding the directors and executive officers of the Company following the consummation of the Acquisition set forth under Item 5.02 of this current report on Form 8-K is also incorporated herein by reference.

Executive Compensation

Information regarding director and executive officer compensation of Great American prior to the completion of the Acquisition is set forth under “Management of Great American—Director Compensation” beginning on page 197 of the Proxy Statement/Prospectus and “Management of Great American—Executive Compensation” beginning on page 197 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Information regarding the compensation of the Company’s directors and executive officers after the completion of the Acquisition is set forth under “Management of the Company Following the Acquisition—Director Compensation” on page 208 of the Proxy Statement/Prospectus and “Management of the Company Following the Acquisition—Executive Compensation” on page 209 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

The description of the Employment Agreements set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions of AAMAC, Great American and the Company is set forth under “Certain Relationships and Related Transactions” beginning on page 215 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. Information regarding director independence is set forth under “Management of the Company Following the Acquisition” beginning on page 206 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. To the extent applicable, information regarding certain relationships and related transactions involving the Company set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Legal Proceedings

Information regarding the legal proceedings of Great American and the Company is set forth under “Business of Great American and the Company—Legal Proceedings” on page 171 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Historical market price information regarding the Company’s securities is not provided because prior to the Acquisition, there was no public market for the Company’s securities.

Recent Sales of Unregistered Securities

Not Applicable.

Description of Company’s Securities

A description of the Company’s common stock and other securities of the Company is set forth under “Description of Company Securities” beginning on page 228 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Indemnification of Directors and Officers

The description of the Indemnity Agreements set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Information regarding the indemnification of directors and officers of the Company is set forth under “Description of Company Securities—Limitation of Liability” on page 230 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Financial Statements and Exhibits

Information concerning the financial information of the Company, Great American and AAMAC set forth under Item 9.01 of this current report on Form 8-K is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation.

The description of the Note under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Item 5.01.

Change in Control of Registrant.

Immediately following the consummation of the Acquisition, the former AAMAC stockholders and the Great American Members hold 100% of the total combined voting power of all of the Company’s outstanding common stock. Immediately prior to the consummation of the Acquisition, the Company was a wholly-owned subsidiary of AAMAC.

Item 5.02.

Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Officers.

Effective immediately upon consummation of the Acquisition, Mark D. Klein resigned as the interim Chief Executive Officer and interim Chief Financial Officer of the Company and the following persons were appointed as officers of the Company: Andrew Gumaer, Chief Executive Officer and Secretary; Harvey M. Yellen, Vice Chairman and President; Paul Erickson, Chief Financial Officer; Scott Carpenter, Executive Vice President, Retail Services; and Mark Naughton, Senior Vice President and General Counsel.

The biographical information of Messrs. Gumaer, Yellen, Erickson, Carpenter and Naughton is incorporated herein by reference from the section entitled “Management of Great American” beginning on page 196 of the Proxy Statement/Prospectus. To the extent applicable, the information under “Certain Relationships and Related Transactions—Great American Related Person Transactions” beginning on page 219 of the Proxy Statement/Prospectus is incorporated herein by reference. To the extent applicable, the description of the Employment Agreements set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Purchase Agreement, Great American has the right to designate four individuals and AAMAC has the right to designate three individuals to serve on the Company’s board of directors. Effective immediately upon consummation of the Acquisition, the following persons were appointed as members of the Company’s board of directors: Andrew Gumaer, Harvey M. Yellen, Matthew J. Hart, Hugh G. Hilton and Jonathan I. Berger. Michael J. Levitt and Mark D. Klein, who were serving as directors of the Company immediately prior to the Acquisition, continue to serve in such capacities. The biographical information of Messrs. Gumaer, Yellen, Hart, Hilton, Levitt, Klein and Berger are incorporated herein by reference from the sections entitled “Management of Great American” beginning on page 196 of the Proxy Statement/Prospectus, “Management of AAMAC” beginning on page 158 of the Proxy Statement/Prospectus and “Management of the Company following the Acquisition” beginning on page 206 of the Proxy Statement/Prospectus, as applicable. To the extent applicable, the information under “Certain Relationships and Related Transactions—AAMAC Related Person Transactions” beginning on page 215 of the Proxy Statement/Prospectus and “Certain Relationships and Related Transactions—Great American Related Person Transactions” beginning on page 219 of the Proxy Statement/Prospectus is incorporated herein by reference.

The audit committee of the Company’s board of directors is comprised of Messrs. Hart, Hilton and Berger with Mr. Hart serving as chairman and financial expert. The compensation committee of the Company’s board of directors is comprised of Messrs. Hart, Hilton and Klein with Mr. Hilton serving as the chairman. The corporate governance committee of the Company’s board of directors is comprised of Messrs. Hart, Hilton and Klein with Mr. Hart serving as the chairman.

Each non-employee director will receive annual fees of $40,000, to be paid in quarterly installments, and an annual grant of $50,000 in stock options, restricted stock or other form of award for serving as a director. Such stock options, restricted stock or other form of award will be subject to a one-year vesting period. In addition, annual fees of $12,000, $8,000 and $4,000 will be paid to the chairperson of the Company’s audit committee, compensation committee and governance committee, respectively. A one-time $40,000 grant of stock options, restricted stock or other form of award will be made to each non-employee director in connection with such individual’s appointment to the Company’s board of directors, which stock options, restricted stock or other form of award will be subject to a one-year vesting period.

In connection with the consummation of the Acquisition, the Company assumed the AAMAC 2009 Stock Incentive Plan (the “Incentive Plan”) adopted by the AAMAC stockholders on July 31, 2009. To the extent applicable, information regarding the Incentive Plan set forth under “The Incentive Plan Proposal” beginning on page 139 of the Proxy Statement/Prospectus is incorporated herein by reference. A copy of the Incentive Plan is filed as Exhibit 10.11 to this current report on Form 8-K.

Item 5.06.

Change in Shell Company Status.

To the extent applicable, the information under Item 2.01 of this current report on Form 8-K is incorporated herein by reference.

Item 8.01.

Other Events.

On August 3, 2009, the Company and AAMAC issued a press release announcing the consummation of the Acquisition, a copy of which is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information set forth in this Item 8.01, including the text of the press release, attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.

Financial Statements and Exhibits.

(a)	FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

The consolidated financial statements of Great American as of March 31, 2009 (unaudited), December 31, 2008 and 2007 and for the three months ended March 31, 2009 and 2008 (unaudited) and for the years ended December 31, 2008, 2007 and 2006 are incorporated herein by reference from the Proxy Statement/Prospectus.

The unaudited condensed financial statements of AAMAC as of March 31, 2009 and 2008 and for the three months ended March 31, 2009 and 2008 and the audited financial statements of AAMAC as of December 31, 2008 and 2007 and for the year ended December 31, 2008 and for the period from January 26, 2007 (inception) through December 31, 2007 are incorporated herein by reference from the Proxy Statement/Prospectus.

(b)	PRO FORMA FINANCIAL INFORMATION.

The unaudited condensed combined pro forma statements of operations for the three months ended March 31, 2009 and the year ended December 31, 2008 give pro forma effect to the Acquisition as if it had occurred on January 1, 2008. The unaudited condensed combined pro forma balance sheet as of March 31, 2009 gives pro forma effect to the Acquisition as if it had occurred on such date. The unaudited condensed combined pro forma statements of operations and balance sheet are based on the historical financial statements of Great American and AAMAC for the three months ended March 31, 2009 and the year ended December 31, 2008.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the Acquisition, are factually supportable and, in the case of the unaudited pro forma statement of operations, are expected to have a continuing impact on the combined results. The adjustments presented in the unaudited condensed combined pro forma financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company giving effect to the consummation of the Acquisition.

This information should be read together with the consolidated financials statements of Great American and the notes thereto, the financial statements of AAMAC and the notes thereto, the balance sheet of the Company and the notes thereto, “Great American’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “AAMAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included in the Proxy Statement/Prospectus.

The unaudited condensed combined pro forma financial statements are presented for informational purposes only and are subject to a number of uncertainties and assumptions and does not purport to represent what the companies’ actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

The unaudited condensed combined pro forma financial statements reflect the Acquisition being accounted for as a reverse merger accompanied by a recapitalization of Great American. Under this accounting method, Great American is considered the acquirer for accounting purposes because it has obtained effective control of AAMAC as a result of the Acquisition. This determination was primarily based on the fact that the former AAMAC stockholders hold approximately 63.5% of the voting interests of the Company upon consummation of the Acquisition (which decreased from the prior estimated range of 77.86% to 83.23% due to the repurchase of approximately $208 million of common stock of AAMAC in connection with the consummation of the Acquisition). This determination was also based upon the fact that Great American’s operations comprise the ongoing operations of the Company, Great American’s senior management serves as the senior management of the Company, the Great American Members retained a significant minority voting interest in the Company and the Great American Members’ appointment of a majority of the Company’s initial board of directors. However, because AAMAC, the acquiree for accounting purposes, does not meet the definition of a “business” provided in SFAS 141R, the recognition and measurement provisions of SFAS 141R do not apply and therefore, the Company does not recognize any goodwill or other intangible assets based upon fair value or related amortization expense associated with amortizable intangible assets. Instead, the share exchange transaction utilizes the capital structure of AAMAC and the assets and liabilities of Great American are recorded at historical cost.

Great American Group, Inc. and Subsidiaries

Unaudited Condensed Combined Pro Forma Balance Sheet

As of March 31, 2009

(Dollars in thousands)


	Historical
	Great American Group, LLC			AAMAC		Pro Forma Adjustments				Combined Pro Forma
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	58,399		$	741	$	407,572		B	$	86,085
							(4,383	)	A
							(14,969	)	C
							(3,985	)	E
							(31,878	)	F
							(325,412	)	H
Restricted cash		23,221			—		—				23,221
Accounts receivable, unbilled receivables and advances against customer contracts		13,561			—		—				13,561
Goods held for sale or auction		16,603			—		—				16,603
Prepaid expenses and other current assets		1,303			142		(50	)	I		1,395
Deferred tax asset—current		—			—		481		N		481

Total current assets		113,087			883		27,376				141,346

Cash and cash equivalents held in trust account -restricted		—			407,572		(407,572	)	B		—
Property and equipment, net		1,054			—		—				1,054
Goodwill		5,688			—		—				5,688
Intangible assets, net		504			—		—				504
Other assets		496			415		—				911

Total assets	$	120,829		$	408,870	$	(380,196	)		$	149,503

Liabilities
Current liabilities:
Accounts payable	$	4,560		$	—	$	—			$	4,560
Accrued expenses and other current liabilities		6,877			357						7,234
Amount payable under collaborative arrangements		38,500			—		—				38,500
Mandatorily redeemable noncontrolling interests		2,300			—		—				2,300
Accrued compensation plans		13,791			—		(13,791	)	G		—
Auction and liquidation proceeds payable		1,533			—		—				1,533
Warrant redemption liability		—			—		23,000				23,000
Current portion of long term debt		19,538			—		—				19,538

Total current liabilities		87,099			357		9,209				96,665

Long-term debt, net of current portion		4,177			—		55,617		A		55,809
							(3,985	)	E
Deferred tax liability—non-current		—			—		564		N		564

Total liabilities		91,276			357		61,405				153,038

Common stock subject to conversion		—			122,396		(122,396	)	H		—
Equity:
Deferred compensation		(1,377	)		—		1,377		G		—
Common stock—Great American Group, Inc.		—			—		5		M		3
							(3	)	H
							1		D
Common stock—AAMAC		—			4		(4	)	M		—
Additional paid-in capital		—			279,810		(203,014	)	H		—
							(31,878	)	F
							12,414		G
							22,264		M
							50,898		D
							(50,899	)	D
							(83	)	N
							(50	)	I
							(60,000	)	A
							(19,462	)	R
Members’ equity		30,930			—		(7,991	)	C		—
							(22,939	)	M
Retained earnings (Accumulated deficit)		—			6,303		(6,978	)	C		(3,538	)
							675		M
							(3,538	)	R

Total stockholders’ equity (deficit)		29,553			286,117		(319,205	)			(3,535	)

Total liabilities and equity (deficit)	$	120,829		$	408,870	$	(380,196	)		$	149,503

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Great American Group, Inc. and Subsidiaries

Unaudited Condensed Combined Pro Forma Statement of Operations

For the Three Months Ended March 31, 2009

(Dollars in thousands, except per share amounts)


	Historical
	Great American Group, LLC			AAMAC			Pro Forma Adjustments				Combined Pro Forma
	(In thousands, except per share amounts)
Revenues:
Services and fees	$	38,813		$	—		$	—			$	38,813
Sale of goods		3,075			—			—				3,075

Total revenues		41,888			—			—				41,888

Operating expenses:
Direct cost of services		3,900			—			—				3,900
Cost of goods sold		3,189			—			—				3,189
Selling, general and administrative expenses		14,105			276			(7,118	)	G		8,050
								868		J
								(150	)	L
								69		P

Total operating expenses		21,194			276			(6,331	)			15,139
Operating income (loss)		20,694			(276	)		6,331				26,749
Other income (expense):
Interest income		4			237							241
Other income		18			—							18
Interest expense		(5,930	)		—			32		E		(7,230	)
								(1,332	)	A

Income (loss) from continuing operations before income taxes		14,786			(39	)		5,031				19,778
Benefit (provision) for income taxes		—			13			(7,798	)	O		(7,785	)

Net income (loss) from continuing operations		14,786			(26	)		(2,767	)			11,993
Accretion of trust income relating to common stock subject to possible conversion		—			(63	)		63		K		—

Net income (loss) from continuing operations attributable to other common stockholders	$	14,786			(89	)		(2,704	)			11,993

Weighted average shares outstanding—Basic and diluted					39,330							30,984		Q
Earnings per share—Basic and diluted				$	(0.00	)					$	0.39

See accompanying notes to unaudited condensed pro forma financial statements.

Great American Group, Inc. and Subsidiaries

Unaudited Condensed Combined Pro Forma Statement of Operations

For the Year Ended December 31, 2008

(Dollars in thousands, except per share amounts)


	Historical
	Great American Group, LLC			AAMAC			Pro Forma Adjustments				Combined Pro Forma
	(In thousands, except per share amounts)
Revenues:
Services and fees	$	48,496		$	—		$	—			$	48,496
Sale of goods		4,673			—			—				4,673

Total revenues		53,169			—			—				53,169

Operating expenses:
Direct cost of services		20,595			—							20,595
Cost of goods sold		4,736			—							4,736
Selling, general and administrative expenses		21,696			2,397			(401	)	G		29,174
								5,206		J
								276		P

Total operating expenses		47,027			2,397			5,081				54,505
Operating income (loss)		6,142			(2,397	)		(5,081	)			(1,336	)
Other income (expense):
Interest income		158			6,370							6,528
Other income (expense)		95			—							95
Interest expense		(4,063	)		—			207		E		(10,516	)
					—			(6,660	)	A

Income (loss) from continuing operations before income taxes		2,332			3,973			(11,534	)			(5,229	)
Benefit (provision) for income taxes		—			(1,356	)		3,414		O		2,058

Net income (loss) from continuing operations		2,332			2,617			(8,120	)			(3,171	)
Accretion of trust income relating to common stock subject to possible conversion		—			(1,449	)		1,449		K		—

Net income (loss) continuing operations attributable to other common stockholders	$	2,332			1,168			(6,671	)			(3,171	)

Weighted average shares outstanding—basic					39,330							30,264		Q
Earnings (loss) per share—basic				$	0.03						$	(0.10	)

See accompanying notes to unaudited condensed pro forma financial statements.

Notes to the Unaudited Condensed Combined Pro Forma Financial Statements

1.	Description of the Acquisition and Basis of Presentation

The Acquisition

On May 14, 2009, Alternative Asset Management Acquisition Corp. (“AAMAC”), a Delaware corporation, Great American Group, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of AAMAC (the “Company”), and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Reorganization (as amended, the “Purchase Agreement”) with Great American Group, LLC (“Great American”), the members of Great American (the “Great American Members”) and the representative of the Great American Members. Pursuant to the terms of the Purchase Agreement, the Great American Members agreed to contribute all of the membership interests of Great American to the Company in exchange for common stock of the Company and cash. Concurrently with the Contribution, Merger Sub merged with and into AAMAC with AAMAC surviving as a wholly-owned subsidiary of the Company (the “Merger” and, collectively with the Contribution, the “Acquisition”). In connection with the Merger, AAMAC common stock and warrants were exchanged for common stock and warrants of the Company. On July 30, 2009, AAMAC’s warrant holders voted and approved an amendment to the agreement governing the warrant pursuant to which all of the outstanding warrants are required to be redeemed pursuant to the Warrant Redemption (as defined below) on or prior to the 90th day following the Acquisition. Following the Acquisition, AAMAC and Great American became wholly-owned subsidiaries of the Company, which will be the public company going forward. In connection with the Acquisition, the Company’s common stock and warrants have been listed on the OTC Bulletin Board under the symbols “GAMR” and “GAMRW”. Upon the consummation of the Acquisition, the common stock, warrants and units of AAMAC ceased trading on the NYSE Amex.

The Company acquired all of the outstanding membership interests of Great American in exchange for $4.4 million in cash, the issuance of a $55.6 million note payable (interest payable quarterly at 12% beginning October 31, 2009 and principal payments due annually in five equal installments) and 10,560,000 shares of common stock of the Company. In addition, under the terms of the Purchase Agreement, certain members of Great American senior management who participate in the deferred compensation plan (the “Phantom Stock Plan”), and the Great American Members are eligible to receive up to 6,000,000 shares of Company common stock upon Great American’s achievement of certain Adjusted EBITDA targets. The closing share consideration and contingent share consideration received by the participants of the deferred compensation plan are subject to certain future service requirements. Contingent consideration paid or issued to deferred compensation plan participants will be recognized as compensation expense subsequent to the Acquisition. In addition to the share consideration issued to the Great American Members, 1,440,000 shares of restricted stock are issuable to members of Great American senior management who participated in the Phantom Stock Plan, which shares that vest based on service conditions; 50% in six months, 25% in twelve months and the remaining 25% in eighteen months from the closing date.

Stockholders of AAMAC received 2.0 shares of Company common stock for each outstanding share of AAMAC common stock that they held at the effective time of the Acquisition. Accordingly, in the accompanying unaudited condensed combined pro forma financial statements, all AAMAC common stock outstanding prior to the close of the Acquisition has been adjusted to reflect the impact of the exchange ratio described above.


AAMAC closing stock price at March 31, 2009	$	9.63
Share exchange ratio		2.0

Adjusted AAMAC closing stock price at March 31, 2009	$	4.82

Upon consummation of the Acquisition and assuming all contingent stock consideration is issued, the following represents the number of shares issued or issuable, along with relative percentage interests in the Company:


(In thousands)
Number of shares Issued at closing:
Great American Group, LLC Members	10,560	28.3	%
AAMAC Stockholders	19,344	51.8	%

Total shares issued at closing	29,904	80.1	%


Shares issuable:
Great American Group, LLC Phantom Equityholders—closing shares with service vesting	1,440	3.9	%
Great American Group, LLC Members—contingent shares	5,280	14.1	%
Great American Group, LLC Phantom Equityholders—contingent shares	720	1.9	%

Total shares issuable	7,440	19.9	%

Total shares issued/issuable	37,344	100.0	%

Additionally, the Company will retain in an escrow account 2,500,000 of the shares issued at closing, of which, 1,500,000 are Great American Member and Phantom Equityholder shares held to satisfy any working capital shortfalls (1,320,000 of which are held to also satisfy any inventory shortfall) and 1,000,000 are AAMAC founder shares, which will be released from escrow and issued or forfeited depending on the achievement of certain performance targets.

Total consideration transferred to Great American Members’ and Phantom Equityholders’ in the form of shares and cash by year assuming all contingent consideration is earned appears as follows (share consideration calculated using AAMAC’s adjusted closing share price at March 31, 2009 of $4.82):


(In thousands)
	Share Consideration
	Number of Shares Issued (1)(3)	Members’ Share Consideration		Phantom Equityholders’ Share Consideration (2)		Cash Consideration (3)		Note Payable Consideration (3)		Total Consideration
Transaction Close—March 31, 2009
Distribution at close	10,560	$	50,899	$	—	$	4,383	$	55,617	$	110,899

Fiscal year ended December 31, 2009:
Closing consideration	720		—		3,470		—		—		3,470
Contingent consideration	2,000		8,483		1,157		—		—		9,640

2009 Total	2,720		8,483		4,627		—		—		13,110

Fiscal year ended December 31, 2010:
Closing consideration	720		—		3,470		—		—		3,470
Contingent consideration	2,000		8,483		1,157		—		—		9,640

2010 Total	2,720		8,483		4,627		—		—		13,110

Fiscal year ended December 31, 2011:
Contingent consideration	2,000		8,483		1,157		—		—		9,640

Total Consideration Transferred	18,000	$	76,348	$	10,411	$	4,383	$	55,617	$	146,759

(1)	Contingent consideration shares are issued on the anniversary of the transaction close date following the period the contingent earnings target is achieved.

(2)

Consideration transferred to the Phantom Equityholders is recognized as compensation expense. The expense for the closing consideration is recognized with vesting of the 1,440,000 shares 50% in six months, 25% in twelve months and the remaining 25% in eighteen months from the closing date. The expense recognized for the contingent consideration is recognized when the achievement of the earnings target is deemed probable while the underlying shares are issued to Phantom Equityholders employed on the anniversary date of the closing date subsequent to the achievement of the earnings target.

(3)	Contingent cash consideration transferred to the Great American Members is based upon the attainment of certain adjusted EBITDA targets and is payable 30 days after the final determination of adjusted EBITDA for the period.

The Purchase Agreement contains an adjustment to the purchase consideration transferred to the extent that the final net working capital of Great American, as calculated pursuant to the terms of the Purchase Agreement, is less than or greater than $6.0 million at closing. If the final net working of Great American is greater than $6.0 million, the excess amount shall be paid in cash to the Great American Members. If the final net working capital of Great American is less than $6.0 million, the number of shares issuable to the Great American Members and Phantom Stock Plan participants will be reduced by the amount equal to the shortfall divided by the agreed upon share price of $9.84 per share, solely in the form of the closing shares held in escrow.

The pro forma distribution of working capital as of March 31, 2009 has been calculated as follows:


(Dollars in thousands, except per share amounts)
Working capital, as reported:
Total current assets	$	113,087
Total current liabilities		(87,099	)

Working capital		25,988
Reconciling items to working capital, as reported:
less: cash distributed to Great American Members at closing		(18,815	)
less: cash estimated to be distributed to Great American Members upon settlement of the final working capital calculation in accordance with the Purchase Agreement		(13,063	)
less: loan repayment		(3,985	)
add: mandatorily redeemable noncontrolling interests		2,300
add: accrued compensation plans		13,791

Total reconciling items		(19,772	)
Reconciliation to escrow shares:
Adjusted working capital deficit		6,216
Working capital benchmark		6,000

Working capital shortfall	$	—
Value per escrow share	$	9.84
Escrow shares returned to the Company		—

On July 30, 2009, AAMAC received approval from its warrant holders to amend the terms of the warrant agreement governing the warrants exercisable for shares of its common stock in order to (a) require the redemption of all of the issued and outstanding warrants, including the warrants issued to the sponsors of AAMAC, at a price of $0.50 per warrant at any time on or prior to the 90 ^th day following the Acquisition (the “Warrant Redemption”), (b) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91 ^st day following the consummation of the Acquisition and (c) preclude any adjustment of the warrants as a result of the Acquisition.

In connection with the consummation of the Acquisition, funds from the trust account were used for the conversion of 11,835,425 Public Shares of AAMAC common stock, representing 28.59% of the outstanding shares of AAMAC, at the trust value of approximately $9.85 per share which totaled approximately $116.6 million. In addition, funds from the trust account were used for the purchase of 21,141,262 Public Shares under forward purchase contracts at an average price of $9.85 per share plus fees of $0.5 million for a total of $208.8 million.

As soon as practicable and legally permissible and within 90 days following the consummation of the Acquisition, the Company intends to consummate an offer to exchange all outstanding warrants of the Company for warrants with an exercise price greater than the current exercise price of $7.50 but in no event less than the trading price of the Company common stock on the date the exchange offer commences and an exercise period ending after the current exercise period which ends on July 31, 2012. During such 90-day period and while the exchange offer is open, warrantholders will have the option to either participate in the exchange offer or not participate in the exchange offer and have their existing warrants redeemed pursuant to the Warrant Redemption. If the exchange offer is consummated and all warrantholders decide to participate, there will be an additional 46,025,000 shares of Company common stock issuable upon the exercise of such new warrants. For a more detailed description of the exchange offer, see the section of the Proxy Statement/Prospectus entitled “Proposals to be Considered by the AAMAC Warrantholders—The Warrant Redemption Proposal—The Exchange Offer.”

Basis of Presentation

The unaudited condensed combined pro forma financial statements have been prepared based on AAMAC’s and Great American’s historical financial information. The Acquisition is expected to be accounted for as a reverse merger accompanied by a recapitalization of Great American. Great American is considered to be the acquirer for accounting purposes because it obtained effective control of AAMAC as a result of the Acquisition. The determination was primarily based on Great American comprising the ongoing operations of the combined entity, Great American’s senior management serving as the senior management of the combined entity, Great American’s former equity members retaining a significant minority voting interest in the combined entity and Great American’s former equity members’ appointment of a majority of the Company’s initial board of directors. However, because AAMAC, the acquiree for accounting purposes, does not meet the definition of a “business” provided in SFAS 141R, the recognition and measurement provisions of SFAS 141R do not apply. The share exchange transaction utilizes the capital structure of AAMAC and the assets and liabilities of Great American are recorded at historical cost. Although Great American will be deemed to be the acquiring company for accounting and financial reporting purposes, as a result of Merger Sub’s merger with and into AAMAC, the Company is the parent entity of both AAMAC and Great American. Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.

These unaudited condensed combined pro forma financial statements are not necessarily indicative of the results of operations that would have been achieved had the Acquisition actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.

2.	Pro Forma Adjustments and Assumptions

Represents the $4.4 million cash and $55.6 million note payable components of the purchase price for the membership interests of Great American. Of the $4.4 million cash and $55.6 million note payable components of the purchase price, approximately $9.3 million will be paid to the deferred compensation plan participants. As the $12.4 million carrying value of the plan’s liability at March 31, 2009 exceeds the settlement payout by $3.1 million, the Company will recognize a credit to compensation expense at the closing of the Acquisition. No pro forma adjustment has been reflected in the condensed combined pro forma statements of operations since the adjustment is not expected to have a continuing impact on the Company’s combined results. Related interest expense calculated at the note rate of 12% per annum of $1.3 million and $6.7 million for the three months ended March 31, 2009 and December 31, 2008, respectively, has been reflected in the respective pro form statement of operations.

Reflects the release of $407.6 million of cash and cash equivalent investments held in trust that will be available for transaction consideration, transaction costs, share and warrant redemption, forward purchase contracts of public shares and the operating activities of the Company following the Acquisition.

C)	Reflects the payment of $15.0 million related to transaction costs incurred and payable upon the close of the Acquisition, as follows:


	Great American		AAMAC	Total
	(Dollars in thousands)
Accounting, legal and financial advisory fees	$	7,893	1,022	$	8,915
Underwriting fees		—	2,950		2,950
Financo		—	255		255
Halcyon Termination Payment		—	1,000		1,000
Other		98	1,751		1,849

Total	$	7,991	6,978	$	14,969

D)	Reflects the issuance of 10,560,000 shares of Company common stock to Great American Members as consideration for the membership interests of Great American. This pro forma adjustment is based upon AAMAC’s adjusted closing share price of $4.82 at March 31, 2009.

E)	Reflects Great American’s repayment of loans in the amount of $4.0 million to former Great American equity holders. Related interest expense of $32,000 and $0.2 million for the three months ended March 31, 2009 and December 31, 2008, respectively, has also been eliminated.

Reflects the payout of Great American’s available cash and cash equivalents (unrestricted cash) to the Great American Members in the amount of $31.9 million and the cash component of the purchase consideration in the amount of $4.4 million after the repayment of the outstanding loans in the amount of $4.0 million. The actual amount of the cash payout to Great American Members is subject to change based on the changes in working capital at closing.

Reflects the pro forma adjustment to eliminate the historical Great American deferred compensation plan liability of $12.4 million as described in A) above and the elimination of the $1.4 million liability for the employment agreements for the two members of Great American, which is recorded as deferred compensation within equity in the historical Great American consolidated financial statements, as a result of their modification. The expense related to the deferred compensation plan and employment agreements reported for the three months ended March 31, 2009 and the twelve months ended December 31, 2008 of $7.1 million and $0.4 million, respectively, has also been eliminated. The pro forma expense for the modification to the deferred compensation plan and employment agreements in included in J) and Q), respectively.

Reflects the reclassification of common stock subject to conversion to permanent equity. This amount, which immediately prior to the Acquisition was being held in a trust account, represents the value of 12,419,999 shares of common stock (30% of the Public Shares pre-exchange less one share) or $122.4 million. This also reflects the cash remitted from the funds in the trust account which were used for the conversion of 11,835,425 Public Shares of AAMAC common stock, representing 28.59% of the outstanding shares of AAMAC, at the trust value of approximately $9.85 per share which totaled approximately $116.6 million and the purchase of 21,141,262 Public Shares under forward purchase contracts at an average price of $9.88 per share for a total of $208.8 million, for a total of $325.4 million.

I)	To eliminate certain direct transaction related expenses capitalized as an element of prepaid expenses.

Represents compensation expense related to the issuance of 1,440,000 shares related to the elimination of Great American’s deferred compensation plan. As the shares vest 50% in six months, 25% in twelve months and the remaining 25% in eighteen months from the closing date, compensation expense of approximately $0.9 million and $5.2 million has been recorded for the three months ended March 31, 2009 and the twelve months ended December 31, 2008, respectively, based on AAMAC’s adjusted closing share price of $4.82 at March 31, 2009.

K)	Reflects the elimination of the period accretion of trust income relating to AAMAC common stock subject to conversion, as the conversion option expired upon consummation of the Acquisition.

L)	Reflects the reversal of Great American’s $0.2 million of transaction costs incurred during the three months ended March 31, 2009. No transaction costs were incurred for the twelve months ended December 31, 2008.

M)	Reflects the issuance of 2.00 shares of common stock of the Company for every share of AAMAC’s common stock upon closing the Acquisition.

N)	Reflects the recognition of deferred tax assets and liabilities at March 31, 2009 for book-tax differences related to goods held for sale of auction, accruals, and intangible assets based on a statutory tax rate of 39.4%.

Reflects the pro forma adjustment for the income tax (provision) benefit of ($7.8 million) and $3.4 million, for the three months ended March 31, 2009 and the twelve months ended December 31, 2008, respectively, of the combined entity based on the tax impact of the combined entity’s net income. The provision is calculated based on the statutory tax rate of 39.4% on the combined pro forma income (loss) from continuing operations.

P)	Reflects the impact of four employment agreements executed in connection with the transaction. Compensation provisions in the agreements exceed historical compensation for these four employees as follows:


	Three months ended March 31, 2009		Twelve months ended December 31, 2008
(Dollars in thousands)
Compensation under new employment agreements	$	450	$	1,802
Historical compensation expense		381		1,526

Increase in compensation expense	$	69	$	276

Pro forma earnings per share (EPS), basic and diluted, are based on the weighted average number of shares of common stock. Earnings per share is computed by dividing income (loss) by the weighted average number of shares of common stock outstanding during the period. The effect of the approximately 1,440,000 restricted shares available for issuance to Phantom Equityholders has been calculated based on the treasury stock method and has been determined to be antidilutive for the three months ended March 31, 2009 and the twelve months ended December 31, 2008.


	Three Months Ended March 31, 2009		Year Ended December 31, 2008
(In thousands)
Basic and diluted shares:
AAMAC Public Shares outstanding prior to closing	41,400		41,400
AAMAC founder shares (1)	2,500		2,500
AAMAC shares subject to conversion (2)	(11,837	)	(11,837	)
AAMAC shares subject to forward purchase contracts (3)	(21,141	)	(21,141	)

Total AAMAC shares outstanding prior to the Acquisition	10,922		10,922
Share exchange ratio	2x		2x

Great American Group, Inc. shares issued in connection with the Acquisition	21,844		21,844
Shares issued as purchase consideration to Members	10,560		10,560
Shares issued to Phantom Equityholders	1,080		360
Shares forfeited by AAMAC founders	(2,500	)	(2,500	)

Total basic and diluted shares	30,984		30,264

(1)	Reflects the cancellation of 7,850,000 shares held by the AAMAC founders immediately prior to the consummation of the Acquisition.

(2)	Reflects the 11,835,425 AAMAC shares, representing 28.59% of the Public Shares, that were converted into a pro rata portion of the funds in the AAMAC trust account in connection with the consummation of the Acquisition.

(3)	Reflects the 21,141,262 AAMAC shares that were purchased by AAMAC pursuant to forward contracts in connection with the consummation of the Acquisition.

The effect of the potential issuance of the 6,000,000 shares of Contingent Stock Consideration to the Great American Members and the Phantom Equityholders is not reflected in these pro forma outstanding shares. In addition, 1,000,000 shares of AAMAC founders’ stock held in escrow, the release of which is contingent upon achievement of the Adjusted EBITDA targets have not been excluded from total and basic diluted shares presented in the unaudited condensed combined pro forma financial statements because these shares have already been issued and are outstanding at March 31, 2009 and participate equally with all other shares of common stock.

R)	Reflects the recognition of the Warrant Redemption Liability in the amount of $23.0 million which are subject to redemption within 90 days of the closing date.

The information included in Items 9.01(a) and 9.01(b) of this current report on Form 8-K is incorporated herein by reference.

(d) EXHIBITS


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)+

2.2		Amendment No. 1 to Agreement and Plan of Reorganization, dated May 29, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.3		Amendment No. 2 to Agreement and Plan of Reorganization, dated July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.4		Amendment No. 3 to Agreement and Plan of Reorganization, dated July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(2)

4.1		Form of Warrant Agreement, dated August 1, 2007, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company*

4.2		Amendment No. 1 to Warrant Agreement, dated July 31, 2009, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company*

4.3		Form of Warrant Certificate*

10.1		Employment Agreement by and between Great American Group, Inc. and Harvey M. Yellen*

10.2		Employment Agreement by and between Great American Group, Inc. and Andrew Gumaer*

10.3		Employment Agreement by and between Great American Group, Inc. and Paul Erickson*

10.4		Employment Agreement by and between Great American Group, Inc. and Scott Carpenter*

10.5		Registration Rights Agreement by and among Great American Group, Inc. and the stockholders of Great American Group, Inc. named therein*

10.6		Escrow Agreement by and among Great American Group, Inc., the Member Representative and Continental Stock Transfer & Trust Company*

10.7		Form of Lock-up Agreement by and between Great American Group, Inc. and certain stockholders of Great American Group, Inc.*

10.8		Letter Agreement, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.9		Amendment to Letter Agreement, dated as of July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.10		Amendment to Letter Agreement, dated as of July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein*

10.11		Form of Director and Officer Indemnification Agreement*

10.12		2009 Stock Incentive Plan*

99.1		Press release dated August 3, 2009*

*	Filed herewith

+	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-4 (File No. 333-159644) declared effective by the SEC on July 17, 2009

(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Reorganization, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)+

2.2		Amendment No. 1 to Agreement and Plan of Reorganization, dated May 29, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.3		Amendment No. 2 to Agreement and Plan of Reorganization, dated July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(1)

2.4		Amendment No. 3 to Agreement and Plan of Reorganization, dated July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc. AAMAC Merger Sub, Inc., Great American Group, LLC, the Members of Great American Group, LLC and the Member Representative(2)

4.1		Form of Warrant Agreement, dated August 1, 2007, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company*

4.2		Amendment No. 1 to Warrant Agreement, dated July 31, 2009, by and between Alternative Asset Management Acquisition Corp. and Continental Stock Transfer & Trust Company*

4.3		Form of Warrant Certificate*

10.1		Employment Agreement by and between Great American Group, Inc. and Harvey M. Yellen*

10.2		Employment Agreement by and between Great American Group, Inc. and Andrew Gumaer*

10.3		Employment Agreement by and between Great American Group, Inc. and Paul Erickson*

10.4		Employment Agreement by and between Great American Group, Inc. and Scott Carpenter*

10.5		Registration Rights Agreement by and among Great American Group, Inc. and the stockholders of Great American Group, Inc. named therein*

10.6		Escrow Agreement by and among Great American Group, Inc., the Member Representative and Continental Stock Transfer & Trust Company*

10.7		Form of Lock-up Agreement by and between Great American Group, Inc. and certain stockholders of Great American Group, Inc.*

10.8		Letter Agreement, dated May 14, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.9		Amendment to Letter Agreement, dated as of July 8, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein(1)

10.10		Amendment to Letter Agreement, dated as of July 28, 2009, by and among Alternative Asset Management Acquisition Corp., Great American Group, Inc., Great American Group, LLC and the stockholders of Alternative Asset Management Acquisition Corp. named therein*

10.11		Form of Director and Officer Indemnification Agreement*

10.12		2009 Stock Incentive Plan*

99.1		Press release dated August 3, 2009*

*	Filed herewith

+	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-4 (File No. 333-159644) declared effective by the SEC on July 17, 2009

(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2009

Exhibit 4.1

FORM OF WARRANT AGREEMENT

ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

WARRANT AGREEMENT

Dated as of August 1, 2007

WARRANT AGREEMENT

TABLE OF CONTENTS


			Page
SECTION	1.	Appointment of Warrant Agent	- 1 -
SECTION	2.	Warrant Certificates	- 1 -
SECTION	3.	Execution of Warrant Certificates	- 1 -
SECTION	4.	Registration and Countersignature	- 1 -
SECTION	5.	Registration of Transfers and Exchanges; Transfer Restrictions	- 2 -
SECTION	6.	Terms of Warrants	- 3 -
	(a)	Exercise Price and Exercise Period	- 3 -
	(b)	Redemption of Warrants	- 4 -
	(c)	Exercise Procedure	- 4 -
	(d)	Registration Requirement	- 5 -
	(e)	Expiry Upon Liquidation of Trust Account	- 5 -
SECTION	7.	Payment of Taxes	- 5 -
SECTION	8.	Mutilated or Missing Warrant Certificates	- 6 -
SECTION	9.	Reservation of Warrant Shares	- 6 -
SECTION	10.	Obtaining Stock Exchange Listings	- 6 -
SECTION	11.	Adjustment of Number of Warrant Shares	- 6 -
	(a)	Adjustment for Change in Capital Stock	- 7 -
	(b)	Adjustment for Rights Issue	- 7 -
	(c)	Adjustment for Other Distributions	- 8 -
	(d)	Adjustment for Common Stock Issue	- 8 -
	(e)	Adjustment for Convertible Securities Issue	- 9 -
	(f)	Adjustment for Tender or Exchange Offer	- 10 -
	(g)	Consideration Received	- 10 -
	(h)	Defined Terms; When De Minimis Adjustment May Be Deferred	- 11 -
	(i)	When No Adjustment Required	- 12 -
	(j)	Notice of Adjustment	- 12 -
	(k)	Notice of Certain Transactions	- 12 -
	(l)	Reorganization of Company	- 12 -
	(m)	Warrant Agent’s Disclaimer	- 13 -
	(n)	When Issuance or Payment May Be Deferred	- 13 -
	(o)	Adjustment in Exercise Price	- 13 -
	(p)	Form of Warrants	- 14 -
	(q)	Other Dilutive Events	- 14 -
SECTION	12.	Fractional Interests	- 14 -
SECTION	13.	Notices to Warrant Holders	- 14 -
SECTION	14.	Merger, Consolidation or Change of Name of Warrant Agent	- 15 -
SECTION	15.	Warrant Agent	- 16 -
SECTION	16.	Change of Warrant Agent	- 18 -
SECTION	17.	Notices to Company and Warrant Agent	- 18 -
SECTION	18.	Supplements and Amendments	- 18 -
SECTION	19.	Successors	- 19 -
SECTION	20.	Termination	- 19 -
SECTION	21.	Governing Law	- 19 -
SECTION	22.	Benefits of This Agreement	- 19 -
SECTION	23.	Counterparts	- 19 -
SECTION	24.	Force Majeure	- 19 -

Exhibit	A	Form of Warrant Certificate
Exhibit	B	Legend

WARRANT AGREEMENT dated as of [ ], 2007, between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).

WHEREAS, the Company proposes to issue (i) 4,625,000 warrants to be offered in a private placement bearing the legend set forth in Exhibit B hereto (the “Sponsors’ Warrants”), and (ii) up to 34,500,000 warrants to be offered pursuant to a registration statement filed with the Securities and Exchange Commission (the “Public Warrants” and together with the Sponsors’ Warrants, the “Warrants”), which in each case entitle the holders thereof to purchase shares of common stock of the Company, $0.0001 par value per share (“Common Stock,” and the Common Stock issuable on exercise of the Warrants, the “Warrant Shares”);

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and exercise of Warrants and other matters as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions set forth hereinafter in this Agreement, and the Warrant Agent hereby accepts such appointment.

SECTION 2. Warrant Certificates. The certificates evidencing the Warrants (the “Warrant Certificates”) to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto.

SECTION 3. Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by [its Chairman of the Board or its President or Chief Executive Officer or a Vice President and by its Secretary or an Assistant Secretary.] Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future [Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or Assistant Secretary] and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been [Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or Assistant Secretary,] notwithstanding the fact that at the time the Warrant Certificates shall be countersigned and delivered or disposed of he or she shall have ceased to hold such office.

In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such person had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.

SECTION 4. Registration and Countersignature. Warrant Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the [Chairman of the Board, the President or Chief Executive Officer, a Vice President, the Treasurer or the Chief Financial Officer] of the Company, countersign, issue and deliver Warrants as provided in this Agreement.

The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon

- 1 -

made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

SECTION 5. Registration of Transfers and Exchanges; Transfer Restrictions. The Warrant Agent shall from time to time, subject to the limitations of this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner.

The Sponsors’ Warrants may not be sold or transferred prior to the date that is 30 days after the date upon which the Company completes an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one or more businesses or assets (its “Initial Business Combination”) (such date, the “Transfer Restriction Termination Date”) except to a Permitted Transferee who agrees in writing with the Company (i) to be subject to such transfer restrictions and (ii) that such Sponsors’ Warrants will be held in an escrow account established pursuant to the Escrow Agreement referred to below until the Transfer Restriction Termination Date. As used herein, “Permitted Transferee” means (a) immediate family members of the holder and trusts established by the holder for estate planning purposes or (b) affiliates of the holder. Upon issuance, the Sponsors’ Warrants will be deposited with Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement dated [ ], 2007 between the Company and the Escrow Agent, (the “Escrow Agreement”), where they will remain until the Transfer Restriction Termination Date.

The holders of any Sponsors’ Warrants or Warrant Shares issued upon exercise of any Sponsors’ Warrants further agree prior to any transfer of such securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the holder agrees not to make any disposition of all or any portion of such securities unless and until:

(a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth in Exhibit B or Section 6(c) hereof, as the case may be (collectively the “Legends”) with respect to such securities sold pursuant to such registration statement shall be removed; or

(b) if reasonably requested by the Company, (A) the holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the Legends.

Each Public Warrant shall initially be issued together with one share of Common Stock as a unit (a “Unit”). The shares of Common Stock and Public Warrants comprising a Unit shall not be separately transferable before the later of (i) five Business Days following the earlier to occur of the expiration of the underwriters’ over-allotment option included in the underwriting agreement with respect to the publicly offered Units and the exercise of such option in full and (ii) the date on which the Company has filed a Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering of the Units and has issued a press release announcing when such separate trading will begin (the later of such dates, the “Detachment Date”). Prior to the Detachment Date, Public Warrants may be transferred or exchanged only together with the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the Detachment Date,

- 2 -

each transfer of a Public Unit on the register relating to such Units shall operate also to transfer the Public Warrant included in such Unit.

Subject to the terms of this Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner.

The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

SECTION 6. Terms of Warrants.

(a) Exercise Price and Exercise Period.

The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be $7.50 per share, and each Warrant shall be initially exercisable to purchase one share of common stock of the Company, $0.0001 par value per share (“Common Stock”).

Subject to the terms of this Agreement (including without limitation Section 6(d) below), each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the first day of the applicable Warrant Exercise Period set forth below and until 5:00 p.m., New York City time, on the last day of such Warrant Exercise Period, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. No adjustments as to dividends will be made upon exercise of the Warrants.

The “Warrant Exercise Period” shall commence (subject to Section 6(d) below), on the later of:

(A) the date that is 15 months after the date of the prospectus for the offering of the Public Warrants; and

(B) the date on which the Company completes its Initial Business Combination

and shall end on the earlier of:

(i) the date that is five years from the date of the final prospectus for the offering of the Public Warrants; and

(ii) the Business Day preceding the date on which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e) below;

provided that the Sponsors’ Warrants may not be exercised prior to the Transfer Restriction Termination Date.

The “Closing Price” of the Common Stock on any date of determination means;

(i)

the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the Common Stock (regular way)

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on the American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session),

(ii)

if the Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed,

(iii)

if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or

(iv)

if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock from at least three nationally recognized investment banking firms that the Company selects for this purpose.

Each Warrant not exercised prior to 5:00 p.m., New York City time, on the last day of the Warrant Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

(b) Redemption of Warrants.

The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available.

Notwithstanding the foregoing, no Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by the purchasers set forth in Schedule I hereto (the “Sponsors”) or a Permitted Transferee; provided that the fact that one or more Sponsors’ Warrants are non-redeemable because they are held by a Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Sponsors’ Warrants that are not held by a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis.

Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price.

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The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption.

All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants.

The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrants shall contain the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

(d) Registration Requirement. Notwithstanding anything else in this Section 6, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant.

(e) Expiry Upon Liquidation of Trust Account. If the Company is dissolved because it fails to effect an Initial Business Combination, all of the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit.

SECTION 7. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any

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Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 8. Mutilated or Missing Warrant Certificates. In case any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and indemnity, also satisfactory to the Company and the Warrant Agent. Applicants for such new Warrant Certificates must pay such reasonable charges as the Company may prescribe.

SECTION 9. Reservation of Warrant Shares. The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants. The Warrant Agent shall have no duty to verify availability of such shares set aside by the Company.

The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of any of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Section 12 hereof. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13 hereof.

Before taking any action which would cause an adjustment pursuant to Section 11 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will take any commercially reasonable corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.

The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon payment of the Exercise Price therefor and issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

SECTION 10. Obtaining Stock Exchange Listings. The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

SECTION 11. Adjustment of Number of Warrant Shares.

The number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 11. For purposes of this Section 11, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company and any

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other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

(a) Adjustment for Change in Capital Stock.

If the Company:

(1) pays a dividend or makes a distribution on its Common Stock in either case in shares of its Common Stock;

(2) subdivides its outstanding shares of Common Stock into a greater number of shares;

(3) combines its outstanding shares of Common Stock into a smaller number of shares;

(4) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(5) issues by reclassification of its Common Stock any shares of its capital stock,

then the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised shall receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


N’ = N x		O + A
		O + (A x P/M)

where:

N’

= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

= the current number of shares of Common Stock issuable upon exercise of each Warrant.

= the number of shares of Common Stock outstanding on the record date for such distribution.

= the number of additional shares of Common Stock issuable pursuant to such rights or warrants.

= the purchase price per share of the additional shares.

= the Closing Price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to

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receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

If the Company distributes to all holders of its Common Stock any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


N’ = N x		M
		M - F

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend date for such distribution.

F	=	the fair market value on the ex-dividend date for such distribution of the assets, securities, rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith.

The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

This subsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value on the ex-dividend date for such distribution of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this subsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue.

If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


N’ = N x		A
		O + P/M

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where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the Closing Price per share on the date of issuance of such additional shares.

A	=	the number of shares outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This subsection (d) does not apply to:

(1) any of the transactions described in subsections (b) and (c) of this Section 11,

(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,

(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),

(4) Common Stock issued in a bona fide public offering for cash,

(5) Common Stock issued in a bona fide private placement in which at least one non-affiliate of the Company participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

(e) Adjustment for Convertible Securities Issue.

If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:


N’ = N x		O + D
		O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

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M	=	the Closing Price per share on the date of issuance of such securities.

D	=	the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

This subsection (e) does not apply to:

(1) convertible securities issued in a bona fide public offering for cash; or

(2) convertible securities issued in a bona fide private placement in which at least one non-affiliate of the Company participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

(f) Adjustment for Tender or Exchange Offer. If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the number of shares of Common Stock issuable upon exercise of each Warrant will be increased based on the following formula:


N’ = N ₀ x		AC + (SP’ x OS’)
		OS ₀ x SP’

where,


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant;

N ₀	=	the current number of shares of Common Stock issuable upon exercise of each warrant;

AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable for shares purchased in such tender or exchange offer;

OS ₀	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;

OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires; and

SP’	=	the Closing Price of the Common Stock on the trading day next succeeding the date such tender or exchange offer expires.

The adjustment shall be made successively and shall become effective immediately following the date such tender or exchange offer expires.

(g) Consideration Received.

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For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply:

(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;

(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and

(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).

(h) Defined Terms; When De Minimis Adjustment May Be Deferred.

As used in this section 11:

(1) “ex-dividend date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question;

(2) “trading day” means, with respect to the Common Stock or any other security, a day during which (i) trading in the Common Stock or such other security generally occurs, (ii) there is no market disruption event (as defined below) and (iii) a Closing Price for the Common Stock or such other security (other than a Closing Price referred to in the next to last clause of such definition) is available for such day; provided that if the Common Stock or such other security is not admitted for trading or quotation on or by any exchange, bureau or other organization, “trading day” will mean any Business Day;

(3) “market disruption event” means, with respect to the Common Stock or any other security, the occurrence or existence of more than one-half hour period in the aggregate or any scheduled trading day for the Common Stock or such other security of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or such other security or in any options, contract, or future contracts relating to the Common Stock or such other security, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York time) on such day; and

(4) “Business Day” means, any day on which the American Stock Exchange is open for trading and which is not a Saturday, a Sunday or any other day on which banks in the City of New York, New York, are authorized or required by law to close.

No adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant need be made unless the adjustment would require an increase or decrease of at least 1% in such number. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 11 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

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(i) When No Adjustment Required.

No adjustment need be made for a transaction referred to in subsections (b), (c), (d), (e) or (f) of this Section 11 if Warrant holders are to participate, without requiring the Warrants to be exercised, in the transaction on a basis and with notice that the Board of Directors of the Company reasonably determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

No adjustment need be made for a change in the par value or no par value of the Common Stock.

To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.

(j) Notice of Adjustment.

Whenever the number of shares of Common Stock issuable upon exercise of each Warrant is adjusted, the Company shall provide the notices required by Section 13 hereof.

(k) Notice of Certain Transactions.

If:

(1) the Company takes any action that would require an adjustment in the Exercise Price pursuant to subsections (a), (b), (c), (d), (e) or (f) of this Section 11 and if the Company does not arrange for Warrant holders to participate pursuant to subsection (i) of this Section 11;

(2) the Company takes any action that would require a supplemental Warrant Agreement pursuant to subsection (l) of this Section 11; or

(3) there is a liquidation or dissolution of the Company,

the Company shall mail to Warrant holders a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

(l) Reorganization of Company.

If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the

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expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 11. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement.

If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11 do not apply.

(m) Warrant Agent’s Disclaimer.

The Warrant Agent has no duty to determine when an adjustment under this Section 11 should be made, how it should be made or what it should be. The Warrant Agent has no duty to determine whether any provisions of a supplemental Warrant Agreement under subsection (l) of this Section 11 are correct. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible for the Company’s failure to comply with this Section.

(n) When Issuance or Payment May Be Deferred.

In any case in which this Section 11 shall require that an adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event (i) issuing to the holder of any Warrant exercised after such record date the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the number of shares of Common Stock issuable upon exercise of each Warrant and (ii) paying to such holder any amount in cash in lieu of a fractional share pursuant to Section 12 hereof; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

(o) Adjustment in Exercise Price.

Upon each event that provides for an adjustment of the number of shares of Common Stock issuable upon exercise of each Warrant pursuant to this Section 11, each Warrant outstanding prior to the making of the adjustment shall thereafter have an adjusted Exercise Price (calculated to the nearest ten millionth) obtained from the following formula:


E’ = e x		N
		N’

where:


E’		=		the adjusted Exercise Price.

- 13 -


E	=	the Exercise Price prior to adjustment.

N’	=	the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.

Following any adjustment to the Exercise Price pursuant to this Section 11, the amount payable, when adjusted and together with any consideration allocated to the issuance of the Warrants, shall never be less than the par value per Warrant Share at the time of such adjustment. Such adjustment shall be made successively whenever any event listed above shall occur.

(p) Form of Warrants.

Irrespective of any adjustments in the number or kind of shares issuable upon the exercise of the Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express the same number and kind of shares and Exercise Price as are stated in the Warrants initially issuable pursuant to this Agreement.

(q) Other Dilutive Events.

In case any event shall occur affecting the Company, as to which the provisions of this Section 11 are not strictly applicable, but would impact the holders of Warrants adversely as compared to holders of Common Stock, and the failure to make any adjustment would not fairly protect the purchase rights represented by the Warrants in accordance with the essential intent and principles of this Section then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 11, necessary to preserve, without dilution, the purchase rights represented by the Warrants.

SECTION 12. Fractional Interests. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 12, be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the fair market value on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction.

SECTION 13. Notices to Warrant Holders. Upon any adjustment of the Exercise Price pursuant to Section 11, the Company shall promptly thereafter, and in any event within five days, (i) cause to be filed with the Warrant Agent a certificate executed by the Chief Financial Officer of the Company setting forth the number of Warrant Shares issuable upon exercise of each Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13. The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

In case:

(a) the Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or

- 14 -

(b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than regular cash dividends or dividends payable in shares of Common Stock or distributions referred to in subsection (b) of Section 11 hereof); or

(c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(e) the Company proposes to take any action not specified above which would require an adjustment of the Exercise Price pursuant to Section 11 hereof;

then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each of the registered holders of the Warrant Certificates at his address appearing on the Warrant register, at least 10 calendar days prior to the applicable record date hereinafter specified, or as promptly as practicable under the circumstances in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company.

SECTION 14. Merger, Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 16. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, and in case at that time any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has been changed may adopt the countersignature under its prior name, and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either

- 15 -

in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

SECTION 15. Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent) upon the following terms and conditions, by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:

(a) The statements contained herein and in the Warrant Certificates shall be taken as statements of the Company and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant Certificates except as herein otherwise provided.

(b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company.

(c) The Warrant Agent may consult at any time with counsel of its own selection (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken in reliance on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(e) The Company agrees to pay to the Warrant Agent such compensation for all services rendered by the Warrant Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of this Agreement (including fees and expenses of its counsel) and to indemnify the Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel fees and expenses, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of its negligence or willful misconduct. The provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination of this Agreement.

(f) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with security and indemnity satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear.

- 16 -

(g) The Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

(h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action.

(i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

(j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares.

(k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.

(l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights.

(m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership

- 17 -

appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

SECTION 16. Change of Warrant Agent. The Warrant Agent may at any time resign as Warrant Agent upon written notice to the Company. If the Warrant Agent shall become incapable of acting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or of such incapacity by the Warrant Agent or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

SECTION 17. Notices to Company and Warrant Agent. Any notice or demand authorized by this Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant Certificate to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Alternative Asset Management Acquisition Corp.

[ ]

Fax No.: [ ]

Attention: Chief Executive Officer

In case the Company shall fail to maintain such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and notices and demands may be served at the principal corporate trust office of the Warrant Agent.

Any notice pursuant to this Agreement to be given by the Company or by the registered holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if deposited in the mail, first-class or registered, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attention: Compliance Department

SECTION 18. Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions

- 18 -

arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the interests of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be obtained in connection with any supplement or amendment which alters the rights or duties of the Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares issuable on exercise of all outstanding Warrants that would be affected by such amendment.

SECTION 19. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

SECTION 20. Termination. This Agreement will terminate on any earlier date if all Warrants have been exercised or expired without exercise. The provisions of Section 15 hereof shall survive such termination.

SECTION 21. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of said State. The parties agree that, all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby, shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

SECTION 22. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of the Warrant Certificates.

SECTION 23. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 24. Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

- 19 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.


ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

By:
Name:
Title:


CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:
Name:
Title:

- 20 -

Schedule I


Sponsor		Sponsor Warrants
Solar Capital, LLC		712,000
Hanover Overseas Limited		1,067,250
STC Investment Holdings LLC		1,423,000
Jakal Investments, LLC		712,000
Steven Shenfeld		355,000
Mark Klein		355,750

EXHIBIT A

[Form of Warrant Certificate]

[Face]


NUMBER				WARRANTS

THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME, , 2012

ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware

CUSIP 02149U 119

WARRANT CERTIFICATE

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants (the “Warrants”) to purchase shares of Common Stock, $.0001 par value (the “Common Stock”), of Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to purchase from the Company that number of fully paid and non-assessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of Warrant Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per share of Common Stock for any Warrant is equal to $7.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

Warrants may be exercised only during the Warrant Exercise Period subject to the conditions set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant Exercise Period such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

By:
		Mark D. Klein

Chief Executive Officer

Countersigned:

Dated: , 20

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Warrant Agent


By:
		Authorized Signatory

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2007 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Warrant Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement, at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares is current. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise Period nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant.

The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise Of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of Alternative Asset Management Acquisition Corp. in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .

Dated:

(SIGNATURE)

(ADDRESS)

(TAX IDENTIFICATION NUMBER)

Signatures(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EXHIBIT B

LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE DATE UPON WHICH ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. (THE “COMPANY”) COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED DURING SUCH PERIOD. FOR SO LONG AS THE SECURITIES ARE SUBJECT TO SUCH TRANSFER RESTRICTIONS, THEY WILL BE HELD IN AN ESCROW ACCOUNT MAINTAINED BY CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS ESCROW AGENT UNDER THE ESCROW AGREEMENT (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT).

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


No.		Warrants

Exhibit 4.2

AMENDMENT NO. 1 TO THE WARRANT AGREEMENT

This Amendment, dated as of July 31, 2009 (the “Amendment”), to the Warrant Agreement, dated as of August 1, 2007 (“Warrant Agreement”), by and between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

WHEREAS, the Company consummated its initial public offering in August 2007, pursuant to which the Company issued, after giving effect to the exercise of the overallotment option, 41,400,000 units; and

WHEREAS, each unit consisted of one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share (the “Public Warrants”); and

WHEREAS, in conjunction with its initial public offering, the Company issued 4,625,000 warrants to certain existing stockholders (the “Sponsors’ Warrants”), with each Sponsors’ Warrant exercisable into one share of Common Stock at $7.50 (the Sponsors’ Warrants, together with the Public Warrants, the “Warrants”); and

WHEREAS, the terms of the Warrants are governed by the Warrant Agreement and capitalized terms used, but not defined, herein shall have the meaning given to such term in the Warrant Agreement; and

WHEREAS, the Company has entered into that certain Agreement and Plan of Reorganization dated May 14, 2009, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Agreement and Plan of Reorganization dated May 29, 2009, July 8, 2009 and July 28, 2009, respectively (the “Purchase Agreement”), by and among the Company, Great American Group, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of the Company (“GAG Inc.”), and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc. (“Merger Sub”), on the one hand, and Great American Group, LLC (“Great American”), the members of Great American (the “Great American Members”) and the representative of each of Great American, the Great American Members and the phantom equityholders of Great American, on the other hand, which provides for the contribution by the Great American Members of all of the membership interests of Great American to GAG Inc. in exchange for common stock of GAG Inc. and a subordinated note (the “Contribution”) and the concurrent merger (the “Merger” and, together with the Contribution, the “Acquisition”) of Merger Sub with and into the Company as a result of which the Company and Great American will become wholly-owned subsidiaries of the GAG Inc. and outstanding shares of the Company’s common stock will be exchanged for common stock of GAG Inc.; and

WHEREAS, pursuant to the Purchase Agreement, the Company agreed to seek the approval of the holders of its outstanding Warrants to amend the Warrant Agreement to: (a) require GAG Inc. to redeem all of the outstanding warrants, including sponsors’ warrants, at any time on or prior to the 90th day following the Acquisition, at a price of $.50 per warrant, (b) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91st day following the consummation of the Acquisition and (c) preclude any adjustment of the Warrants as a result of the Acquisition (collectively, the “Warrant Redemption Proposal”); and

WHEREAS, holders of Warrants exercisable for a majority in interest of the shares issuable upon exercise of all outstanding Warrants have approved the Warrant Redemption Proposal.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forth herein:

1. Warrant Agreement .

1.1 Warrant Exercise Period . The definition of “Warrant Exercise Period” set forth in Section 6(a) shall be amended in its entirety so that it now reads in full as follows:

The “ Warrant Exercise Period ” shall commence (subject to 6(d) below), on the ninety-first (91 ^st ) day after the consummation of the Acquisition (defined hereinafter) and shall end on the earlier of: (i) August 1, 2012; or (ii) the Business Day preceding the date on which such Warrants are redeemed pursuant to Section 6(b). As used herein, “ Acquisition “ means the contribution by the Great American Members (defined hereinafter) of all of the membership interests of Great American Group, LLC (“Great American”) to Great American Group, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“GAG Inc.”) in exchange for common stock of GAG Inc. and cash (the “Contribution”) and the concurrent merger (the “Merger” and, together with the Contribution, the “Acquisition”) of AAMAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of GAG Inc. (“Merger Sub”) with and into the Company as a result of which the Company and Great American will become wholly-owned subsidiaries of GAG Inc. and outstanding shares of the Company’s common stock and warrants will be exchanged for common stock and warrants, respectively, of GAG Inc. pursuant to the Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1 to the Agreement and Plan of Reorganization, dated as of May 29, 2009, as further amended by Amendment No. 2 to the Agreement and Plan of Reorganization dated July 8, 2009, by and among the Company, GAG Inc., and Merger Sub, on the one hand, and Great American, the members of Great American (the “Great American Members”) and the representative of each of Great American, the Great American Members and the phantom equityholders of Great American.

1.2 Section 6(b) . Section 6(b) is hereby amended in its entirety so that it now reads in full as follows:

(b) Redemption of Warrants.

(i) GAG, Inc. will, during the 90 day period following the Acquisition, call all outstanding Warrants for redemption, in whole and not in part, at a price of FIFTY HUNDREDTHS OF ONE DOLLAR ($0.50) per Warrant (the “Redemption Consideration”). If not previously redeemed during the 90 days following the Acquisition, on the 90 ^th day following the Acquisition (collectively, the “Redemption Time”), all outstanding Warrants shall be automatically cancelled and cease to exist and the holders of certificates (which immediately prior to the Redemption Time represented such Warrants) shall cease to have any rights with respect to the Warrants other than the right to receive the Redemption Consideration. As soon as reasonably practicable after the Redemption Time, the Warrant Agent will, upon receipt of any documents as may reasonably be required by the Warrant Agent, deliver electronically through DTC to the record holders of the Warrants the Redemption Consideration for further distribution and credit to the account of the beneficial holders of such warrants. Neither the Company nor GAG Inc. shall be required to provide any prior notice of such redemption to the holders of the Warrants other than as required by law.

1.3 Section 11(i) . Section 11(i) is hereby amended to add the following paragraph:

No adjustment need be made for the issuance of shares of Common Stock of the Company, or any of its affiliates, in connection with the Acquisition.

2. Miscellaneous .

2.1 Governing Law . The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles. The parties agree that all actions and proceedings arising out of this Amendment or any of the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Amendment or the transactions contemplated hereby .

2.2 Binding Effect . This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

2.3 Entire Agreement . This Amendment sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth in this Amendment, provisions of the Warrant Agreement which are not inconsistent with this Amendment shall remain in full force and effect.

2.4 Severability . This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment 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 part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.5 Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall constitute but one and the same instrument.

2.6 Assumption by GAG Inc . At the Effective Time, GAG Inc., by its acknowledgement below, hereby agrees to comply with this Amendment and to include, in any warrant agreement to be entered into by and between GAG Inc. and its warrant agent, with respect to the Warrants, all material terms and provisions set forth herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Warrant Agreement as of this 31 day of July, 2009.


ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

By:		/s/ Paul Lapping
Name:		Paul Lapping
Title:		Chief Financial Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:		/s/ Mark B. Zimkel
Name:		Mark B. Zimkel
Title:		Vice President

Acknowledged and Agreed:


GREAT AMERICAN GROUP, INC.

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Chief Executive Officer

Signature Page to Amendment No. 1 to Warrant Agreement

Exhibit 4.3

[Form of Warrant Certificate]

[Face]


NUMBER				WARRANTS

THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME, AUGUST 1, 2012

GREAT AMERICAN GROUP, INC.

Incorporated Under the Laws of the State of Delaware

CUSIP 38984G112

WARRANT CERTIFICATE

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants (the “ Warrants ”) to purchase shares of Common Stock, $.0001 par value (the “ Common Stock ”), of Great American Group, Inc., a Delaware corporation (the “ Company ”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to purchase from the Company that number of fully paid and non-assessable shares of Common Stock (each, a “ Warrant Share ”) as set forth below at the exercise price (the “ Exercise Price ”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


GREAT AMERICAN GROUP, INC.

By:
		Chief Executive Officer


Countersigned:
Dated: , 20
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent

By:
		Authorized Signatory

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.0001 per share, of the Company (the “ Common Stock ”), and are issued or to be issued pursuant to a Warrant Agreement dated as of August 1, 2007 and amended as of July 31, 2009 (the “ Warrant Agreement ”), duly executed and delivered by Alternative Asset Management Acquisition Corp. (the predecessor-in-interest to the Company) to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “ Warrant Agent ”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise Of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of Great American Group, Inc. in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to , whose address is .

Dated:

(SIGNATURE)

(ADDRESS)

(TAX IDENTIFICATION NUMBER)

Signatures(s) Guaranteed:

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into this 31 ^st day of July, 2009 between Great American Group, Inc. (“ Employer ”) and Harvey M. Yellen (“ Executive ”).

RECITAL

Employer desires to employ Executive, and Executive desires to be so employed by Employer, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, Employer and Executive hereby agree as follows:

1. Term of Employment

(a) The term of Executive’s employment under this Agreement (“ Term ”) shall commence on the closing date of the acquisition of Great American Group, LLC (“ Great American ”) by Employer (“ Effective Date ”). If the acquisition does not occur, this Agreement shall not take effect. The term of this Agreement shall begin on the Effective Date and end on the Termination Date (as defined below).

2. Compensation

(a) Subject to the provisions of this Agreement, in full consideration for all rights and services provided by Executive under this Agreement, Executive, during the Term, shall receive the compensation set forth in this Section 2, plus any compensation Employer subsequently awards to Executive.

(b) Commencing on the Effective Date, Executive shall receive an annual base salary (“ Base Salary ”) of Six Hundred Thousand Dollars ($600,000.00) paid in accordance with Employer’s payroll policies in effect from time to time. Executive’s Base Salary shall be increased on each anniversary of the Effective Date by an amount determined by Employer, but in no event will Executive’s Base Salary be increased by less than 5%.

(c) Executive will be eligible to receive an annual discretionary bonus (“ Annual Bonus ”). Executive’s Annual Bonus shall be subject to the terms and conditions of the Employer’s then-current bonus plan for senior executives.

(d) Executive will receive Two Thousand Dollars ($2,000.00) per month as an automobile allowance, which will be paid to Executive on the Effective Date and the first day of each month thereafter.

(e) Employer agrees that it shall defend, indemnify, and hold Executive harmless to the fullest extent permitted by applicable law from and against any and all liabilities, costs and

claims, and all expenses actually incurred by Executive in connection therewith by reason of the fact that Executive is or was employed by Employer, served as a director of Employer, or otherwise provided services to Employer including, without limitation, all costs and expenses actually and reasonably incurred by Executive in defense of litigation arising out of Executive’s employment hereunder. All amounts payable to Executive or on Executive’s behalf under this subsection (e) shall be paid to Executive or on Executive’s behalf immediately on Executive incurring such liability. Employer shall maintain directors and officers’ insurance on such terms as determined by the Employer, naming Executive as an additional insured. The Employer shall use commercially reasonable efforts to ensure that the directors and officers’ insurance shall provide for a tail period of not less than six years post-employment.

3. Title; Location

Executive shall serve as Vice Chairman and President. Executive’s principal place of business shall be 9 Parkway North, Suite 300, Deerfield, IL 60015.

4. Duties

Executive shall report directly to the Chief Executive Officer of the Employer (the “ CEO ”) and shall have such duties commensurate with Executive’s position as may be assigned to Executive from time to time by the CEO. Executive shall devote all of Executive’s working time to the performance of Executive’s duties hereunder, shall in all respects conform to and comply to the best of Executive’s ability with the lawful directions and instructions given to Executive by CEO. Further, Executive shall not, directly or indirectly, render services to any other person or organization without the consent of the CEO or otherwise engage in activities that would interfere with Executive’s faithful performance of Executive’s duties hereunder; provided , however , that Executive may serve on civic or charitable boards or engage in charitable activities without remuneration if doing so is not inconsistent with, or adverse to, Executive’s employment hereunder.

5. Expenses

To the extent Executive incurs necessary and reasonable travel or other business expenses in the course of Executive’s employment, Executive shall be reimbursed for such expenses, upon presentation of written documentation in accordance with Employer’s policies in effect from time to time.

6. Other Benefits

(b) Executive will be entitled to paid vacation days in accordance with the normal vacation policies of Employer in effect from time to time; provided , however , that in no event shall Executive be entitled to less than twenty (20) paid vacation days per year.

(c) Executive shall be entitled to all of the same paid holidays provided by Employer to its full-time employees in the United States.

(d) Executive shall be entitled to reimbursement for the cost of first class air travel for any domestic or international travel reasonably related to Executive’s duties.

7. Protection of Employer’s Interests

(a) Property of the Employer. All rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by Executive, whether on Executive’s own time or not, alone or with others, during the term of Executive’s employment or resulting from Executive’s services which (i) relate in any manner at the time of conception or reduction to practice to the actual or demonstrably anticipated business of the Employer or its parents, predecessors, subsidiaries, joint venturers and other affiliates (collectively, the “ Employer Group ”), (ii) result from or are suggested by any task assigned to Executive or any work performed by Executive on behalf of the Employer Group, (iii) were created using the time or resources of the Employer Group, or (iv) are based on any property owned or idea conceived by the Employer Group, shall be deemed to be a work made for hire and shall be the sole and exclusive property of the Employer Group. Executive agrees to execute, acknowledge and deliver to the Employer, at the Employer’s request, such further documents, including copyright and patent assignments, as the Employer finds appropriate to evidence the Employer Group’s rights in such property. Executive’s agreement to assign to the Employer any of Executive’s rights as set forth in this Section 7(a) shall not apply to any invention that qualifies fully under the provisions of California Labor Code Section 2870, where no equipment, supplies, facility or trade secret information of the Employer Group was used, where the invention was developed entirely on Executive’s own time, where the invention does not relate to the Employer Group’s business, and where the invention does not result from any work performed by Executive for the Employer Group. Executive represents to Employer that Executive has not conceived or acquired an ownership interest in any inventions, patents, or copyrights, except those described in Exhibit A hereto, and that Executive will not incorporate, or permit to be incorporated, any inventions listed in Exhibit A hereto in any Employer Group process, Employer Group product or Employer Group inventions without Employer’s prior written consent. If Executive incorporates an invention listed on Exhibit A into a Employer Group product, Employer Group process or Employer Group invention (with or without Employer’s consent), Executive hereby grants to the Employer Group a nonexclusive, paid-up royalty-free, irrevocable, world-wide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have, modify, use, sell, copy and create derivative works of such inventions. Executive owns no inventions, patents, or copyrights individually or jointly with others, except those described in Exhibit A attached hereto and that Exhibit A lists any and all agreements that might contain any of the restrictions described in this Section 7 or require the assignment of inventions, copyrightable works or of contributions to copyrightable works

made available by Executive to any person except as required in the course of Executive’s employment with Employer. Upon the termination of Executive’s employment (or at any time on the Employer’s request), Executive shall return to the Employer all such information that exists, whether in electronic, written, or other form (and all copies or extracts thereof) under Executive’s control and shall not retain such information in any form, including without limitation on any devices, disks or other media.

(c) Return of Property and Resignation from Office. Executive acknowledges that, upon termination of Executive’s employment for any reason whatsoever (or at any time on Employer’s request), Executive will promptly deliver to Employer or surrender to Employer’s representative all of Employer’s property, including, without limitation, all documents and other materials (and all copies thereof) relating to Employer’s business, all identification and access cards, all contact lists and third party business cards, however and wherever preserved, and any equipment provided by Employer, including, without limitation, computers, telephones, personal digital assistants, memory cards, and similar devices which Executive possesses or are in Executive’s custody or under Executive’s control.

(d) Non-solicitation . For a period of 12 months after the termination of Executive’s employment, Executive will not, either directly or indirectly, either alone or in concert with others, recruit or attempt to recruit, directly or indirectly, any employee of the Employer Group for employment with any other organization.

(e) Former Employers . Executive represents that Executive is not subject to any employment, confidentiality, or other agreement or restriction that would prevent Executive from fully satisfying Executive’s duties under this Agreement or that would be violated if Executive did so. Without the Employer’s prior written approval, Executive promises that Executive will not disclose to the Employer Group any proprietary information belonging to a former employer or other entity without its written permission

8. Termination of Employment

(a) By Employer Without Cause. At any time during the Term, Employer may terminate Executive’s employment with the consequences set forth herein.

(b) By Employer for Cause. At any time during the Term, Employer may terminate Executive’s employment for “ Cause ,” which for purposes of this Agreement, shall mean Executive (i) engaged in gross misconduct or gross negligence in the performance of Executive’s duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of Executive’s employment consistent with Executive’s position with Employer; (ii) engaged in fraud, dishonesty, or any other improper conduct that causes material harm to Employer or its business or reputation; (iii) materially breached this Agreement; or (iv) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude (excluding traffic offenses).

Executive’s Base Salary, authority, duties, or responsibilities; (ii) a material diminution in the budget over which Executive retains authority; (iii) a material change in the geographic location at which Executive must perform services; or (iv) any other action or inaction that constitutes a material breach of the terms of this Agreement. Executive must (i) provide Employer with written notice of Executive’s intent to terminate Executive’s employment and a description of the event Executive believes constitutes Good Reason within 120 days after the initial existence of the event, and (ii) Employer shall have thirty days after Executive provides the notice described above to cure the default that constitutes Good Reason (“ Cure Period ”). Executive will have thirty days following the end of the Cure Period to terminate Executive’s employment, after which Good Reason will no longer exist.

(d) By Executive Without Good Reason. At any time during the Term, Executive may terminate Executive’s employment without Good Reason.

(e) Death. In the event of Executive’s death during the Term, Executive’s employment shall terminate immediately as of the date of Executive’s death

(f) Disability. At any time during the Term, Employer may terminate Executive’s employment on account of Disability with the consequences set forth herein.

9. Termination of Obligations and Severance Payments

(a) General. Upon the termination of Executive’s employment pursuant to Section 8, Executive’s rights and Employer’s obligations to Executive under this Agreement immediately shall terminate except as provided in this Section 9 or Section 10(m), and Executive (or Executive’s heirs or estate, as applicable) shall be entitled to receive any amounts or benefits set forth below (subject in all cases to Section 10(k)). Notwithstanding anything to the contrary contained in this Agreement, upon termination of Executive’s employment for whatever reason, Employer immediately shall pay to Executive (or his estate if Executive is deceased) (1) any Base Salary earned but unpaid as of the Termination Date; (2) payment in lieu of any vacation accrued under Section 6 but unused as of the Termination Date; (3) any business expenses incurred but not reimbursed under Section 5 as of the Termination Date; and (4) any amounts or benefits under any compensation, incentive, or benefit plans vested but not paid as of the Termination Date.

For the purposes of this Agreement, the following terms shall have the following meanings:

“ Disabled ” or “ Disability ” shall mean either (i) Executive is unable to engage in the duties of his position by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less than twelve months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Employer. Whether Executive is Disabled shall be determined by a physician mutually agreed upon by Executive and Employer. If Executive and Employer are unable to agree on such a physician, Executive and Employer shall each appoint one physician and those two physicians shall appoint a third physician who shall make the determination of whether Executive is Disabled.

“ Severance ” shall mean payment within fifteen days of Executive’s Termination Date of (1) a lump sum equal to two years of Executive’s Base Salary; (2) a lump sum equal to two times the highest Annual Bonus Executive was paid during the Term (or two times the first target Annual Bonus in the event that Executive is terminated prior to any Annual Bonus being paid); and (3) a lump sum equal to twenty-four times the monthly COBRA premium for Executive and Executive’s spouse and dependents, calculated as of the date of Executive’s Termination Date, with respect to each Company-sponsored group health plan in which Executive participates on the date Executive’s employment terminates.

“ Termination Date ” shall mean the effective date of Executive’s termination of employment pursuant to Section 8.

(b) Death, Disability, Termination by Employer Without Cause, or Termination by Executive for Good Reason. In the event Employer terminates Executive’s Employment Without Cause, Executive terminates employment for Good Reason, Employer terminates Executive’s employment for Disability or Executive dies, in addition to the amounts set forth in Section 9(a), Employer shall pay Executive (or Executive’s heirs or estate, if applicable) Severance in the amounts and at the time outlined above.

(c) Termination by Executive Without Good Reason or Termination by Employer for Cause. In the event Executive terminates Executive’s employment without Good Reason or Employer terminates Executive’s employment for Cause, Employer shall pay Executive the amounts set forth in Section 9(a).

10. General Provisions

(a) Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements and statements, whether written or oral, concerning the terms of Executive’s employment with Employer and expressly supersedes that certain letter agreement between the Executive and Great American Group, LLC, dated July 16, 2007, which shall cease to have any force or effect immediately prior to the Effective Date. No amendment or modification of these agreements shall be binding unless it is set forth in a writing signed by both Employer and Executive. To the extent that this Agreement conflicts with any of Employer’s policies, procedures, rules, or regulations, this Agreement shall supersede the other policies, procedures, rules, or regulations.

(b) Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Executive or Employer without the prior written consent of both parties.

(c) Successors. This Agreement shall be binding on and inure to the benefit of Employer and its successors and assigns. This Agreement also shall be binding on and inure to the benefit of Executive and Executive’s heirs, executors, administrators, and legal representatives.

(d) Waiver. No waiver by Executive or Employer at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

(e) Expiration. This Agreement does not constitute a commitment of Employer with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein.

(f) Taxation. Employer may withhold from any payments made under the Agreement all federal, state, city, or other applicable taxes or amounts as shall be required or permitted pursuant to any law, governmental regulation or ruling, or agreement with Executive.

(g) Choice of Law. Except to the extent governed by Federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

(h) Immigration. In accordance with the Immigration Reform and Control Act of 1986, employment under this Agreement is conditioned upon satisfactory proof of Executive’s identity and legal ability to work in the United States.

(i) Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under, or would require the commission of any act contrary to, existing or future laws effective during the Term, such provisions shall be fully severable; the Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a legal and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.

(j) Headings. The headings set forth herein are included solely for the purpose of identification and shall not be used for the purpose of construing the meaning of the provisions of this Agreement.

(k) Section 409A. Severance pay under this Agreement is intended to comply with the “short-term deferral” exception to Section 409A. Notwithstanding anything contained in this Agreement to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments that become due under this Agreement as a result of Executive’s termination of employment shall be due to Executive under this Agreement unless Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. If an to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement

during the six-month period immediately following Executive’s termination of employment instead shall be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Section 9 of this Agreement shall be construed as a separate, identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.

(l) 280G. Notwithstanding anything herein to the contrary, in the event that Executive receives any payments or distributions, whether payable, distributed, or distributable pursuant to the terms of this Agreement or otherwise, which constitute “parachute payments” within the meaning of Section 280G of the Code, and the net after-tax amount of the parachute payment is less than the net after-tax amount if the aggregate payment to be made to Executive were three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times Executive’s base amount, less $1.00. The determinations to be made with respect to this Section 10(l) shall be made by a certified public accounting firm designated by Employer.

(m) Survivability. The provisions of Sections 7, 9 and 10 shall survive the termination or expiration of this Agreement.

(n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

11. Notices

All notices which either party is required or may desire to give the other shall be in writing and given either personally or by depositing the same in the United States mail addressed to the party to be given notice as follows:


To the Employer:		21860 Burbank Blvd Suite 300 South Woodland Hills, CA 91367

To Executive:		At the most recent address listed in Executive’s personnel file

Either party may by written notice designate a different address for giving of notices. The date of mailing of any such notices shall be deemed to be the date on which such notice is given.

[Signature Page Follows]


ACCEPTED AND AGREED TO:

Employer		Employee

GREAT AMERICAN GROUP, INC.

By:	/s/ Andrew Gumaer	/s/ Harvey M. Yellen
NAME	Andrew Gumaer	Harvey M. Yellen
TITLE	Chief Executive Officer

Date: July 31, 2009		Date: July 31, 2009

[Signature Page to Employment Agreement]

Exhibit A

Inventions, Patents, Copyrights and Agreements

Any item below left blank shall mean that Executive’s response to such item is “None.”

1.	Previously Conceived Inventions

(Please describe any inventions which you have developed or in which you have some ownership interest.)

Patents

(Please list or describe all patents you own individually with others, or for which applications are pending.)

3.	Copyrights

(Please describe any matters for which you claim the copyright either individually or with others).

4.	Other Agreements

(Please list and provide copies of pertinent portions of all agreements with former employers or others containing any of the restrictions described in Section 7 or requiring the assignment of inventions, copyrightable works or of contributions to copyrightable works.)

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into this 31st day of July, 2009 between Great American Group, Inc. (“ Employer ”) and Andrew Gumaer (“ Executive ”).

RECITAL

Employer desires to employ Executive, and Executive desires to be so employed by Employer, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, Employer and Executive hereby agree as follows:

1. Term of Employment

2. Compensation

(d) Executive will receive Two Thousand Dollars ($2,000.00) per month as an automobile allowance, which will be paid to Executive on the Effective Date and the first day of each month thereafter.

(e) Employer agrees that it shall defend, indemnify, and hold Executive harmless to the fullest extent permitted by applicable law from and against any and all liabilities, costs and

3. Title; Location

Executive shall serve as CHIEF EXECUTIVE OFFICER. Executive’s principal place of business shall be 21860 Burbank Blvd., Suite 300 South, Woodland Hills, California 91367.

4. Duties

Executive shall report directly to the board of directors of the Employer (the “ Board ”) and shall have such duties commensurate with Executive’s position as may be assigned to Executive from time to time by the Board. Executive shall devote all of Executive’s working time to the performance of Executive’s duties hereunder, shall in all respects conform to and comply to the best of Executive’s ability with the lawful directions and instructions given to Executive by the Board. Further, Executive shall not, directly or indirectly, render services to any other person or organization without the consent of the Board or otherwise engage in activities that would interfere with Executive’s faithful performance of Executive’s duties hereunder; provided , however , that Executive may serve on civic or charitable boards or engage in charitable activities without remuneration if doing so is not inconsistent with, or adverse to, Executive’s employment hereunder.

5. Expenses

6. Other Benefits

(c) Executive shall be entitled to all of the same paid holidays provided by Employer to its full-time employees in the United States.

(d) Executive shall be entitled to reimbursement for the cost of first class air travel for any domestic or international travel reasonably related to Executive’s duties.

7. Protection of Employer’s Interests

(d) Non-solicitation. For a period of 12 months after the termination of Executive’s employment, Executive will not, either directly or indirectly, either alone or in concert with others, recruit or attempt to recruit, directly or indirectly, any employee of the Employer Group for employment with any other organization.

(e) Former Employers. Executive represents that Executive is not subject to any employment, confidentiality, or other agreement or restriction that would prevent Executive from fully satisfying Executive’s duties under this Agreement or that would be violated if Executive did so. Without the Employer’s prior written approval, Executive promises that Executive will not disclose to the Employer Group any proprietary information belonging to a former employer or other entity without its written permission

8. Termination of Employment

(a) By Employer Without Cause. At any time during the Term, Employer may terminate Executive’s employment with the consequences set forth herein.

(d) By Executive Without Good Reason. At any time during the Term, Executive may terminate Executive’s employment without Good Reason.

(e) Death. In the event of Executive’s death during the Term, Executive’s employment shall terminate immediately as of the date of Executive’s death.

(f) Disability. At any time during the Term, Employer may terminate Executive’s employment on account of Disability with the consequences set forth herein

9. Termination of Obligations and Severance Payments

For the purposes of this Agreement, the following terms shall have the following meanings:

“ Termination Date ” shall mean the effective date of Executive’s termination of employment pursuant to Section 8.

10. General Provisions

(b) Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Executive or Employer without the prior written consent of both parties.

(e) Expiration. This Agreement does not constitute a commitment of Employer with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein.

(k) Section 409A. Severance pay under this Agreement is intended to comply with the “short-term deferral” exception to Section 409A. Notwithstanding anything contained in this Agreement to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments that become due under this Agreement as a result of Executive’s termination of employment shall be due to Executive under this Agreement unless Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. If and to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement

(m) Survivability. The provisions of Sections 7, 9 and 10 shall survive the termination or expiration of this Agreement.

(n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

11. Notices


To the Employer:		21860 Burbank Blvd Suite 300 South Woodland Hills, CA 91367

To Executive:		At the most recent address listed in Executive’s personnel file

Either party may by written notice designate a different address for giving of notices. The date of mailing of any such notices shall be deemed to be the date on which such notice is given.

[Signature Page Follows]


ACCEPTED AND AGREED TO:

Employer		Employee

GREAT AMERICAN GROUP, INC.

By:	/s/ Harvey M. Yellen	/s/ Andrew Gumaer
NAME	Harvey M. Yellen	Andrew Gumaer
TITLE	Vice Chairman and President

Date: July 31, 2009		Date: July 31, 2009

[Signature Page to Employment Agreement]

Exhibit A

Inventions, Patents, Copyrights and Agreements

Any item below left blank shall mean that Executive’s response to such item is “None.”

1.	Previously Conceived Inventions

(Please describe any inventions which you have developed or in which you have some ownership interest.)

Patents

(Please list or describe all patents you own individually with others, or for which applications are pending.)

3.	Copyrights

(Please describe any matters for which you claim the copyright either individually or with others).

4.	Other Agreements

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into this 31st day of July, 2009 between Great American Group, Inc. (“ Employer ”) and Paul Erickson (“ Executive ”).

RECITAL

Employer desires to employ Executive, and Executive desires to be so employed by Employer, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, Employer and Executive hereby agree as follows:

1. Term of Employment

2. Compensation

(b) Commencing on the Effective Date, Executive shall receive an annual base salary (“ Base Salary ”) of Three Hundred Thousand Dollars ($300,000.00) paid in accordance with Employer’s payroll policies in effect from time to time. Executive’s Base Salary shall be increased on each anniversary of the Effective Date by an amount determined by Employer, but in no event will Executive’s Base Salary be increased by less than 5%.

(d) Executive will receive One Thousand Two Hundred Dollars ($1,200.00) per month as an automobile allowance, which will be paid to Executive on the Effective Date and the first day of each month thereafter.

(e) Employer agrees that it shall defend, indemnify, and hold Executive harmless to the fullest extent permitted by applicable law from and against any and all liabilities, costs and

3. Title; Location

Executive shall serve as EXECUTIVE VICE PRESIDENT and CHIEF FINANCIAL OFFICER. Executive’s principal place of business shall be 21860 Burbank Blvd., Suite 300 South, Woodland Hills, California 91367.

4. Duties

5. Expenses

6. Other Benefits

(a) Executive shall be eligible to participate in all health, welfare, retirement, pension, life insurance, disability, perquisite and similar plans, programs and arrangements generally available to executives of Employer from time to time during the Term on terms and conditions no less favorable than offered to other senior employees of Employer. Employer shall cause to be paid all compensation that is payable to Executive according to the terms of that certain Amendment Agreement and Release dated on or prior to the date hereof between Executive and Great American Group, LLC (the “ Release ”).

(c) Executive shall be entitled to all of the same paid holidays provided by Employer to its full-time employees in the United States.

(d) Executive shall be entitled to reimbursement for the cost of first class air travel for any domestic or international travel reasonably related to Executive’s duties.

7. Protection of Employer’s Interests

(b) Confidentiality. Executive acknowledges, and the Employer agrees, that during Executive’s employment Executive will have access to and become informed of confidential and proprietary information concerning the Employer Group. During Executive’s employment and at all times following the termination of Executive’s employment, confidential or proprietary information of any entity in the Employer Group shall not be used by Executive or disclosed or made available by Executive to any person except as required in the course of Executive’s employment with Employer. Upon the termination of Executive’s employment (or at any time on the Employer’s request), Executive shall return to the Employer all such information that exists, whether in electronic, written, or other form (and all copies or extracts thereof) under Executive’s control and shall not retain such information in any form, including without limitation on any devices, disks or other media.

8. Termination of Employment

(a) By Employer Without Cause. At any time during the Term, Employer may terminate Executive’s employment with the consequences set forth herein.

(c) By Executive for Good Reason. At any time during the Term, Executive may terminate Executive’s employment for “ Good Reason ,” which, for purposes of this Agreement, shall mean that without Executive’s written agreement, there is (i) a material diminution in Executive’s Base Salary, authority, duties, or responsibilities; (ii) a material diminution in the budget over which Executive retains authority; (iii) a material change in the geographic location at which Executive must perform services; or (iv) any other action or inaction that constitutes a material breach of the terms of this Agreement. Executive must (i) provide Employer with written notice of Executive’s intent to terminate Executive’s employment and a description of the event Executive believes constitutes Good Reason within 120 days after the initial existence of the event, and (ii) Employer shall have thirty days after Executive provides the notice described above to cure the default that constitutes Good Reason (“ Cure Period ”). Executive will have thirty days following the end of the Cure Period to terminate Executive’s employment, after which Good Reason will no longer exist.

(d) By Executive Without Good Reason. At any time during the Term, Executive may terminate Executive’s employment without Good Reason.

(e) Death. In the event of Executive’s death during the Term, Executive’s employment shall terminate immediately as of the date of Executive’s death.

(f) Disability. At any time during the Term, Employer may terminate Executive’s employment on account of Disability with the consequences set forth herein.

9. Termination of Obligations and Severance Payments

For the purposes of this Agreement, the following terms shall have the following meanings:

can be expected to result in death or last for a continuous period of not less than twelve months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Employer. Whether Executive is Disabled shall be determined by a physician mutually agreed upon by Executive and Employer. If Executive and Employer are unable to agree on such a physician, Executive and Employer shall each appoint one physician and those two physicians shall appoint a third physician who shall make the determination of whether Executive is Disabled.

“ Termination Date ” shall mean the effective date of Executive’s termination of employment pursuant to Section 8.

10. General Provisions

(a) Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements and statements, whether written or oral, concerning the terms of Executive’s employment with Employer (other then the Release), and no amendment or modification of these agreements shall be binding unless it is set forth in a writing signed by both Employer and Executive. To the extent that this Agreement conflicts with any of Employer’s policies, procedures, rules, or regulations, this Agreement shall supersede the other policies, procedures, rules, or regulations.

(b) Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Executive or Employer without the prior written consent of both parties.

(e) Expiration. This Agreement does not constitute a commitment of Employer with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein.

order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment instead shall be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Section 9 of this Agreement shall be construed as a separate, identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.

(m) Survivability. The provisions of Sections 7, 9 and 10 shall survive the termination or expiration of this Agreement.

(n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

11. Notices


To the Employer:		21860 Burbank Blvd Suite 300 South Woodland Hills, CA 91367

To Executive:		At the most recent address listed in Executive’s personnel file

Either party may by written notice designate a different address for giving of notices. The date of mailing of any such notices shall be deemed to be the date on which such notice is given.

[Signature Page Follows]

ACCEPTED AND AGREED TO:


Employer		Employee

GREAT AMERICAN GROUP, INC.

By:	/s/ Andrew Gumaer	/s/ Paul Erickson
NAME	Andrew Gumaer	Paul Erickson
TITLE	Chief Executive Officer

Date: July 31, 2009		Date: July 30, 2009

[Signature Page to Employment Agreement]

Exhibit A

Inventions, Patents, Copyrights and Agreements

Any item below left blank shall mean that Executive’s response to such item is “None.”

1.	Previously Conceived Inventions

(Please describe any inventions which you have developed or in which you have some ownership interest.)

Patents

(Please list or describe all patents you own individually with others, or for which applications are pending.)

3.	Copyrights

(Please describe any matters for which you claim the copyright either individually or with others).

4.	Other Agreements

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into this 31st day of July, 2009 between Great American Group, Inc. (“ Employer ”) and Scott Carpenter (“ Executive ”).

RECITAL

Employer desires to employ Executive, and Executive desires to be so employed by Employer, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, Employer and Executive hereby agree as follows:

1. Term of Employment

2. Compensation

(b) Commencing on the Effective Date, Executive shall receive an annual base salary (“ Base Salary ”) of Two Hundred Twenty Five Thousand Dollars ($225,000.00) paid in accordance with Employer’s payroll policies in effect from time to time. Executive’s Base Salary shall be increased on each anniversary of the Effective Date by an amount determined by Employer, but in no event will Executive’s Base Salary be increased by less than 5%.

(e) Employer agrees that it shall defend, indemnify, and hold Executive harmless to the fullest extent permitted by applicable law from and against any and all liabilities, costs and

3. Title; Location

Executive shall serve as EXECUTIVE VICE PRESIDENT OF RETAIL SERVICES. Executive’s principal place of business shall be 21860 Burbank Blvd., Suite 300 South, Woodland Hills, California 91367.

4. Duties

5. Expenses

6. Other Benefits

(c) Executive shall be entitled to all of the same paid holidays provided by Employer to its full-time employees in the United States.

(d) Executive shall be entitled to reimbursement for the cost of first class air travel for any domestic or international travel reasonably related to Executive’s duties.

7. Protection of Employer’s Interests

8. Termination of Employment

(a) By Employer Without Cause. At any time during the Term, Employer may terminate Executive’s employment with the consequences set forth herein.

(d) By Executive Without Good Reason. At any time during the Term, Executive may terminate Executive’s employment without Good Reason.

(e) Death. In the event of Executive’s death during the Term, Executive’s employment shall terminate immediately as of the date of Executive’s death.

(f) Disability. At any time during the Term, Employer may terminate Executive’s employment on account of Disability with the consequences set forth herein.

9. Termination of Obligations and Severance Payments

For the purposes of this Agreement, the following terms shall have the following meanings:

“ Severance ” shall mean payment within fifteen days of Executive’s Termination Date of (1) a lump sum equal to one year of Executive’s Base Salary; (2) a lump sum equal to the highest Annual Bonus Executive was paid during the Term (or the first target Annual Bonus in the event that Executive is terminated prior to any Annual Bonus being paid); and (3) a lump sum equal to twelve times the monthly COBRA premium for Executive and Executive’s spouse and dependents, calculated as of the date of Executive’s Termination Date, with respect to each Company-sponsored group health plan in which Executive participates on the date Executive’s employment terminates.

“ Termination Date ” shall mean the effective date of Executive’s termination of employment pursuant to Section 8.

10. General Provisions

(a) Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements and statements, whether written or oral, concerning the terms of Executive’s employment with Employer (other than the Release), and no amendment or modification of these agreements shall be binding unless it is set forth in a writing signed by both Employer and Executive. To the extent that this Agreement conflicts with any of Employer’s policies, procedures, rules, or regulations, this Agreement shall supersede the other policies, procedures, rules, or regulations.

(b) Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Executive or Employer without the prior written consent of both parties.

(e) Expiration. This Agreement does not constitute a commitment of Employer with regard to Executive’s employment, express or implied, other than to the extent expressly provided for herein.

(m) Survivability. The provisions of Sections 7, 9 and 10 shall survive the termination or expiration of this Agreement.

(n) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

11. Notices


To the Employer:		21860 Burbank Blvd Suite 300 South Woodland Hills, CA 91367

To Executive:		At the most recent address listed in Executive’s personnel file

Either party may by written notice designate a different address for giving of notices. The date of mailing of any such notices shall be deemed to be the date on which such notice is given.

[Signature Page Follows]

ACCEPTED AND AGREED TO:


Employer		Employee

GREAT AMERICAN GROUP, INC.

By:	/s/ Andrew Gumaer	/s/ Scott Carpenter
NAME	Andrew Gumaer	Scott Carpenter
TITLE	Chief Executive Officer

Date: July 31, 2009		Date: July 31, 2009

[Signature Page to Employment Agreement]

Exhibit A

Inventions, Patents, Copyrights and Agreements

Any item below left blank shall mean that Executive’s response to such item is “None.”

1.	Previously Conceived Inventions

(Please describe any inventions which you have developed or in which you have some ownership interest.)

Patents

(Please list or describe all patents you own individually with others, or for which applications are pending.)

3.	Copyrights

(Please describe any matters for which you claim the copyright either individually or with others).

4.	Other Agreements

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the 31st day of July, 2009, by and among Great American Group, Inc., a Delaware corporation (the “ Company ”) and the undersigned parties listed under Stockholders on the signature page hereto (each, a “ Stockholder ” or “ holder ” and collectively, the “ Stockholders ” or “ holders ”).

WHEREAS , certain of the Stockholders owned all of the membership interests of Great American Group LLC, a California limited liability company (“ Great American ”);

WHEREAS , in connection with that certain Agreement and Plan of Reorganization by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (“ AAMAC ”), the Company and wholly-owned subsidiary of AAMAC, AAMAC Merger Sub, Inc. a Delaware corporation and wholly-owned subsidiary of the Company, Great American, the members of Great American, and the representative of the Company, its subsidiaries, and the Stockholders, dated May 14, 2009, as amended by an Amendment No. 1 to Agreement and Plan of Reorganization dated May 29, 2009, an Amendment No. 2 to Agreement and Plan of Reorganization dated July 8, 2009 and an Amendment No. 3 to Agreement and Plan of Reorganization dated July 28, 2009 (collectively, the “ Definitive Agreement ”), the Company will issue to certain of the Stockholders 12,000,000 newly issued shares of the Company’s common stock, par value $0.0001 and certain of the Stockholders purchased an aggregate of 859,200 shares of AAMAC common stock pursuant to a 10b5-1 plan (collectively, the “ Closing Shares ”);

WHEREAS , the certain of the Stockholders may also receive up to 6,000,000 shares of the Company’s common stock, par value $0.0001, upon the Company’s achievement of the financial milestones set forth in the Definitive Agreement (the “ Contingent Shares ”, and collectively with the Closing Shares, the “ Shares ”);

WHEREAS , certain of the Stockholders owned 10,350,000 shares of common stock of AAMAC which, pursuant to the Definitive Agreement, were exchanged for 2,500,000 newly issued shares of the Company’s common stock, par value $0.0001 (the “ Founder Shares ”).

WHEREAS , the number of Closing Shares held by certain of the Stockholders, the maximum number of Contingent Shares that may be issued to certain of the Stockholders, the number of Founder Shares held by certain of the Stockholders, are set forth on Schedule I hereto;

WHEREAS , the Stockholders may, in certain circumstances and subject to certain transfer restrictions and other restrictions, transfer (or cause to be transferred) to Permitted Transferees (as defined below) some or all of the Shares or Founder Shares, respectively, held by such Stockholders; and

WHEREAS , the Stockholders and the Company desire to enter into this Agreement to provide the Stockholders with certain rights relating to the registration of the Shares and Founder Shares, respectively, held by them and to provide for any Permitted Transferee who receives Shares or Founder Shares, respectively, from a Stockholder from time to time to accede to this Agreement.

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:

“ Adverse Disclosure ” means public disclosure of material non-public information, which disclosure, in the good faith judgment of the chief executive officer or principal financial officer of the Company after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not publicly making it.

“ Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“ business day ” means any day, except a Saturday, Sunday or legal holidays on which the banking institutions in the State of California are authorized or obligated by law or executive order to close.

“ Commission ” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“ Common Stock ” means the common stock, par value $0.0001 per share, of the Company.

“ Company ” is defined in the preamble to this Agreement and shall include the Company’s successors by merger, acquisition, reorganization or otherwise.

“ Demand Registration ” is defined in Section 2.1.1.

“ Demanding Holder ” is defined in Section 2.1.1.

“ Effectiveness Date ” means, with respect to the initial Registration Statement required to be filed pursuant to Section 2.3, the 90th calendar day following the Filing Date (as applicable to the initial Registration Date) (or, in the event of a “full review” by the Commission, the 120th calendar day following such Filing Date) and with respect to any additional Registration Statements which may be required pursuant to Section 3.1.16, the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided , however , that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth trading day following the date on which the Company is so notified if such date precedes the dates otherwise required above.

“ Escrow Agreement ” means that certain Escrow Agreement dated as of [ ], 2009 by and among the parties hereto and Continental Stock Transfer & Trust Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Filing Date ” means, with respect to the initial Registration Statement required to be filed pursuant to Section 2.3, the date that is the one-year anniversary following the date that the Company’s initial registration statement on Form S-4 (or other appropriate form) is declared effective by the Commission and, with respect to any additional Registration Statements which may be required pursuant to Section 3.1.16, the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“ Form S-3 ” is defined in Section 2.3.

“ Indemnified Party ” is defined in Section 4.3.

“ Indemnifying Party ” is defined in Section 4.3.

“ Maximum Number of Shares ” is defined in Section 2.1.4.

“ Notices ” is defined in Section 7.3.

“ Permitted Transferee ” means (a) immediate family members of a holder and trusts established by a holder for estate planning purposes or (b) affiliates of a holder.

“ Person ” shall be construed as broadly as possible and shall include an individual, corporation, association, partnership (including a limited liability partnership or a limited liability limited partnership), limited liability company, estate, trust, joint venture, unincorporated organization or a government or any department, agency or political subdivision thereof.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Piggy-Back Registration ” is defined in Section 2.2.1.

“ Register ,” “ Registered ” and “ Registration ” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.

“ Registrable Securities ” mean all of the Shares and Founder Shares beneficially owned or held by Stockholders. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of all such securities shall have become effective under the Securities Act and all such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement or as may be sold without volume limitations under the Securities Act; (b) all such securities shall have been otherwise transferred pursuant to Rule 144 under the Securities Act (or any similar rule or regulation then in force), 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) all such securities shall have ceased to be outstanding. A “percentage” (or a “majority-in-interest”) of the Registrable Securities (or, where applicable, of any other securities) shall be determined based on the total number of such securities outstanding at the relevant time.

“ Registration Statement ” means a registration statement filed by the Company with the Commission in compliance with the Securities Act (i) for a public (or private) offering and sale (or resale) of Common Stock, (ii) the registration statement on Form S-4 to be filed in connection with the Definitive Agreement, (iii) the registration statement required to be filed pursuant to Section 2.3, and (iv) any additional registration statements contemplated herein, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Stockholder ” is defined in the preamble to this Agreement.

“ Stockholder Indemnified Party ” is defined in Section 4.1.

“ Underwriter ” means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“ Underwritten Offering ” means a registration in which securities of the Company are sold to an Underwriter or Underwriters on a firm commitment basis for reoffering to the public.

2. REGISTRATION RIGHTS .

2.1. Demand Registration .

2.1.1. Request for Registration . Subject to Sections 2.3 and 6.1, at any time and from time to time on or after the date that is six (6) months from the date of the consummation of the acquisition contemplated by the Definitive Agreement (the “Acquisition”), each of (i) the holders of a majority-in-interest of the Shares held by the Stockholders or the Permitted Transferees of such Stockholders and (ii) the holders of a majority-in-interest of the Founder Shares held by the Stockholders or the Permitted Transferees of such Stockholders, may make a written demand for registration under the Securities Act of all or part of Registrable Securities held by such holders, provided that the estimated market value of Registrable Securities to be so registered thereunder is at least $500,000 in the aggregate. Any such requested registration shall be referred to as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within five (5) business days following receipt of any request for a Demand Registration, the Company will notify in writing all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “ Demanding Holder ”) shall so notify the Company in writing, provided that such notice shall be received by the Company within ten (10) business days of the Company’s having sent the applicable notice to such holder or holders. All such requests shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution. The Company may include in such registration additional securities of the Registrable Securities to be registered thereunder, including securities to be sold for the Company’s own account or the account of Persons who are not holders of Registrable Securities. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than two (2) Demand Registrations (one (1) with respect to those holders described in clause (i) of this Section 2.1.1 and one (1) with respect to those holders described in clause (ii) of this Section 2.1.1) under this Section 2.1.1 in respect of the Registrable Securities.

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 remains effective for not less than 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn); provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities 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 (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering.

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 Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. The holders of a majority of the Registrable Securities included in such Underwritten Offering shall, in consultation with the Company, have the right to select the managing Underwriter or Underwriters for the offering, subject to the right of the Company should it so choose to select one co-managing Underwriter reasonably acceptable to such holders. All Demanding Holders proposing to distribute their securities through such 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 and consistent with Section 3.2.1.

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 Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which 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 stockholders of the Company who desire to sell, 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: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata among the holders who have requested participation in the Demand Registration based, for each such holder, on the percentage derived by dividing (x) the number of Registrable Securities which such holder has requested to include in such Demand Registration by (y) the aggregate number of Registrable Securities which all such holders have requested to include) (such proportion is referred to herein as “ Pro Rata ”) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), 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; (iii) third, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons, Pro Rata, and that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other security holders of the Company desire to sell, Pro Rata, that can be sold without exceeding the Maximum Number of Shares. To the extent that any Registrable Securities requested to be registered are excluded pursuant to the foregoing provisions, the holders shall have the right to one additional Demand Registration under this Section 2.1.4.

2.1.5. Withdrawal . A holder may withdraw its Registrable Securities from a Demand Registration at any time. If all holders withdraw, or holders withdraw Registrable Securities from a Demand Registration in such amounts that the Registrable Securities that remain covered by the relevant Registration Statement have an estimated market value of less than $500,000, the Company shall cease all efforts to secure registration and such withdrawn registration shall be deemed a Demand Registration for purposes of Section 2.1 unless the withdrawal is based on the reasonable determination of the Demanding Holders that there has been, since the date of such request, a material adverse change in the business or prospects of the Company or in general market conditions and the Demanding Holders who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration.

2.1.6. Suspension of Registration . If the filing, initial effectiveness or continued use of a Registration Statement in respect of a Demand Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest possible period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the Demand Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the holders of the expiration of any period during which it exercised its rights under this Section 2.1.6. The Company shall be entitled to exercise its right under this Section 2.1.6 to suspend the availability of a Registration Statement for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

2.1.7. Registration Statement Form . Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to the holders of a majority-in-interest of the Registrable Securities requesting participation in the Demand Registration and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the applicable holders’ requests for such registration. Notwithstanding the foregoing, if, pursuant to a Demand Registration, (x) the Company proposes to effect registration by filing a Registration Statement on Form S-3, (y) such registration is in connection with an Underwritten Offering, and (z) the managing Underwriter or Underwriters shall advise the Company in writing that, in its or their opinion, the use

of another form of registration statement (or the inclusion, rather than the incorporation by reference, of information in the Prospectus related to a Registration Statement on Form S-3) is of material importance to the success of such proposed offering, then such registration shall be effected on such other form (or such information shall be so included in such Prospectus).

2.2. Piggy-Back Registration .

2.2.1. Piggy-Back Rights . Subject to Sections 2.3 and 6.1, if at any time on or after the date the Company consummates the Acquisition the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (vi) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction (Registration Statements described in clauses (i)-(vi) herein, “Allowable Registration Statements”), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities 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 (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) business days following receipt by such holder of such notice (a “ Piggy-Back Registration ”). Subject to Section 2.2.2, the Company shall include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included therein shall enter into any underwriting agreement requested by the Company in accordance with Section 3.2.1, and the Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their 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.

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 Registrable Securities in writing that the dollar amount or number of shares of Common Stock which 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 Registrable Securities hereunder, the Registrable Securities 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 stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(a) If the registration is undertaken for the Company’s account: (A) first, 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; (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, on a pro rata basis, of Registrable Securities as to which registration has been requested pursuant to this Section 2.2, 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 or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons granted prior to the date hereof, that can be sold without exceeding the Maximum Number of Shares.

(b) If the registration is a “demand” registration undertaken at the demand of Persons other than the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding Persons 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 or other securities that the Company desires 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 or other securities, on a pro rata basis, of (i) Registrable Securities as to which registration has been requested pursuant to this Section 2.2, and (ii) securities for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons granted prior to the date hereof, that can be sold without exceeding the Maximum Number of Shares.

2.2.3. Withdrawal . Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities 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 (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may 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 Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.4.

2.3. Registrations on Form S-3 .

(a) Filing . On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) (any such form referred to herein as “Form S-3”). Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to the Securities Act, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected holders of Registrable Securities (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 2:00 p.m. California time on a trading day. The Company shall immediately notify the holders of Registrable Securities via facsimile or by e-mail of the effectiveness of a Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 10:00 a.m. California time on the trading day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a holder of

Registrable Securities as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by the Shares and Founder Shares pari passu (applied, in the case that some Shares and/or Founder Shares may be registered, to the holders of Registrable Securities on a pro rata basis based on the total number of unregistered Shares and/or Founder Shares held by such holders). Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

(b) Suspension of Registration . If the filing, initial effectiveness, or continued use of Form S-3 at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Form S-3 of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such actions to the holders, delay the filing or initial effectiveness of, or suspend use of, the Form S-3 for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to the registration on such Form S-3 in connection with any sale or offer to sell Registrable Securities and agree not to disclose to any other Person the fact that the Company has exercised such rights or any related facts. The Company shall immediately notify the holders upon the expiration of any period during which it exercised its rights under this Section 2.3(b). The Company will use its best efforts to ensure that the use of the Form S-3 (and Prospectus thereunder) may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 2.3(b) to suspend the availability of a Form S-3 for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

3. REGISTRATION PROCEDURES .

3.1. Filings; Information . Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as reasonably practicable, and in connection with any such requirement:

3.1.1. Filing Registration Statement . The Company shall, as expeditiously as reasonably possible, 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 Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best 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 thirty (30) calendar 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 Chairman of the Board or 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 stockholders 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.

3.1.2. Copies . Not less than 3 trading days prior to the filing of each Registration Statement and not less than one trading day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference) the Company shall furnish without charge to the holders of Registrable Securities 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 Registrable Securities included in such registration or legal counsel for any such holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders; provided, that any such item which is available on the EDGAR system need not be furnished in physical form.

3.1.3. Amendments and Supplements . The Company shall use best efforts to 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 during the Effectiveness Period or such securities have been withdrawn.

3.1.4. Notification . After the filing of a Registration Statement, the Company shall as soon as reasonably practical, notify the holders of Registrable Securities included in such Registration Statement of such filing and the managing Underwriter or Underwriters, if applicable, and shall further notify such holders and such managing Underwriter or Underwriters and, if requested, confirm such advice in writing, in all events as soon as reasonably practical after the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall use best efforts to take all actions required to prevent the entry of such stop order or to remove it if entered); (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (v) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus (provided that any and all of such information shall remain confidential to each holder until such information otherwise becomes public, unless disclosure by a holder is required by law; provided, further, that notwithstanding each holder’s agreement to keep such information confidential, each such holder makes no acknowledgement that any such information is material, non-public information); and (vi) 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 Registrable Securities 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, except in the case of registration under Section 2.2; the Company shall furnish to the holders of Registrable Securities 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.

3.1.5. State Securities Laws Compliance . The Company, on or prior to the date on which the applicable Registration Statement is declared effective, shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) or Underwriter, if any, or their respective counsel may reasonably request in writing and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental 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 Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6. Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company, and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities 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 Stockholders.

3.1.7. Records . The Company shall make available for inspection by the holders of Registrable Securities 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 Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors, and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such holder, Underwriter, attorney, accountant or agent in connection with such Registration Statement 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 requested by any of them in connection with such Registration Statement.

3.1.8. Opinions and Comfort Letters . The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the applicable underwriting agreement, in customary form, scope, and substance, at a minimum to the effect that the Registration Statement has been declared effective and that no stop order is in effect, which counsel and opinions shall be reasonably satisfactory to a majority of the holders and Underwriter or Underwriters, if any, and their respective counsel and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter or Underwriters reasonably request. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities 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.

3.1.9. Earnings Statement . The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as reasonably practicable but not later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.10. Listing . The Company shall use its best efforts to cause all Registrable Securities 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-in-interest of the Registrable Securities included in such registration and on each inter-dealer quotation system on which any of the Company’s securities are then quoted.

3.1.11. Withdrawal of Stop Order . The Company shall make every reasonable effort to prevent or obtain at the earliest possible moment the withdrawal of any stop order with respect to the applicable Registration Statement or other order suspending the use of any preliminary or final Prospectus.

3.1.12. CUSIP Number . The Company shall, not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which certificates shall be in a form eligible for deposit with The Depository Trust Company.

3.1.13. FINRA . The Company shall cooperate with each holder of Registrable Securities and each Underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority.

3.1.14. Transfer Agent . The Company shall provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement.

3.1.15. Road Show . The Company shall, in the case of an Underwritten Offering, cause senior executive officers of the Company to participate in customary “road show” presentations that may be reasonably requested by the managing Underwriter in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto

3.1.16. Additional Registration Statements . If during the Effectiveness Period relating to the Registration Statement filed pursuant to Section 2.3, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement pursuant to Section 2.3 covering the resale by the holders of Registrable Securities of not less than the number of such Registrable Securities.

3.2. Underwritten Offerings .

3.2.1. Underwriting Agreements . If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Section 2.1, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

3.2.2. Price and Underwriting Discounts . In the case of an Underwritten Offering requested by holders pursuant to Section 2.1, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the holders of a majority-in-interest of the Registrable Securities. In the case of any Underwritten Offering pursuant to Section 2.2, such price, discount and other terms shall be determined by the Company, subject to the right of the holders to withdraw their request to participate in the registration pursuant to Section 2.2 after being advised of such price, discount and other terms.

3.2.3. Participation in Underwritten Offerings . No Person may participate in an Underwritten Offering unless such Person (i) agrees to sell such Person’s securities on the basis provided in the underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements in accordance herewith.

3.3. 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(iii) through 3.1.4(vi), and/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, such holder of Registrable Securities included in any Registration Statement shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities in the case of Section 3.1.4(vi) until such holder receives the supplemented or amended Prospectus contemplated by Section 3.1.4(vi) and/or with respect to resale holders, the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, or in any case until the holder is advised in writing by the Company that the use of the Prospectus may be resumed, and receives copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. In the event that the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the

number of days during the period from and including the date of the giving of such notice to and including the date when each holder of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 3.1.4(vi) or is advised in writing by the Company that the use of the Prospectus may be resumed.

3.4. Registration Expenses . The Company shall bear all 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 expenses incurred in performing or complying with its other obligations under this Agreement, including, without limitation: (i) all registration and filing fees and any other fees and expenses associated with filings required to be made with the SEC; (ii) 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 Registrable Securities); (iii) printing expenses, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses); (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) 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 3.1.8); (viii) the reasonable fees and disbursements of any special experts retained by the Company in connection with such registration; (ix) the reasonable fees and expenses of two (2) legal counsels, one (1) selected by the holders of a majority-in-interest of the Shares and one (1) selected by the holders of a majority-in-interest of the Founder Shares, each as included in such registration; and (x) Securities Act liability insurance if the Company so desires. The Company shall have no obligation to pay any other costs or expenses in the course of the transactions contemplated hereby, including underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an Underwritten Offering, all selling stockholders 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.

3.5. Information . The holders of Registrable Securities 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 Registrable Securities 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. The Company shall have the right to exclude any holder that does not comply with the preceding sentence from the applicable registration.

4. INDEMNIFICATION AND CONTRIBUTION .

4.1. Indemnification by the Company . The Company agrees to indemnify and hold harmless to the extent permitted by law each Stockholder and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each Person, if any, who controls an Stockholder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “ Stockholder Indemnified Party ”), to the fullest extent permitted by applicable law from and against any expenses (including reasonable costs of investigation and legal expenses), losses, claims, judgments, damages, or liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto), whether joint or several, arising out of or based upon (1) any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities 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 or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; provided, however, that the Company will not be liable in any such case to the extent and only to the extent that any 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. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members, and agents on substantially the same basis as that of the indemnification provided above in this Section 4.1. The Company shall notify the holders promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

4.2. Indemnification by Holders of Registrable Securities . Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its directors, officers, employees, and agents and each Person who controls the Company within the meaning of the Securities Act, against any losses, claims, judgments, damages, liabilities, or expenses (including reasonable costs of investigation and legal expenses) whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) 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 Registrable Securities 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 to the extent and only to the extent that 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 other selling holder or 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 upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

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, notify such other Person (the “ Indemnifying Party ”) in writing of the loss, claim, judgment, damage, liability, or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party. 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 wishes, 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; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by the Indemnifying Party based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that such Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of such Indemnified Party). If such defense is not assumed by the Indemnifying Party, the Indemnifying Party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed; provided, however, that an Indemnifying Party shall not be required to consent to any

settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnifying Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party assumes the defense, the Indemnifying Party shall have the right to settle such action without the consent of the Indemnified Party; provided, however, that the Indemnifying Party shall be required to obtain such consent (which consent shall not be unreasonably withheld, conditioned or delayed) if the settlement includes any admission of wrongdoing on the part of the Indemnified Party or any restriction on the Indemnified Party or its officers or directors. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party of an unconditional release from all liability in respect to such claim or litigation. The Indemnifying Party or Parties shall not, in connection with any proceeding or related proceedings, be liable for the reasonable fees, disbursements and other charges of more than one separate firm at any one time for all such Indemnified Party or Parties unless (x) the employment of more than one counsel has been authorized in writing by the Indemnifying Party or parties, (y) a conflict or potential conflict exists or may exist (based on advice of counsel to an Indemnified Party) between such Indemnified Party and the other Indemnified Parties or (z) based on advice of counsel, an Indemnified Party has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the other Indemnified Parties, in each of which cases the Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 4.3) shall be paid to the Indemnified Party, as incurred, within ten trading days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.

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 or insufficient to hold it harmless 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 fault of the Indemnified Parties and the Indemnifying Parties 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 Registrable Securities 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 Registrable Securities 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. If indemnification is available under this Section 4, the Indemnifying Parties shall indemnify each Indemnified Party to the full extent provided in Sections 4.1 and 4.2 hereof without regard to the relative fault of said Indemnifying Parties or Indemnified Party.

5. REPORTS UNDER THE SECURITIES ACT AND EXCHANGE ACT .

5.1. 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 Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

6. NO INCONSISTENT AGREEMENTS; ADDITIONAL RIGHTS; EXISTING AGREEMENT .

6.1. Except with respect to Allowable Registration Statements, the Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Stockholders in this Agreement or otherwise conflict with the provisions hereof. The Company has not previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full. Neither the Company nor any of its security holders (other than the Stockholders (or their successors or permitted assigns) in such capacity pursuant hereto) may include securities of the Company in any Registration Statement filed pursuant to Section 2.3 other than the Registrable Securities. Except with respect to Allowable Registration Statements, and unless the Company receives the consent of each of (i) the holders of a majority-in-interest of the Shares held by the Stockholders or the Permitted Transferees of such Stockholders and (ii) the holders of a majority-in-interest of the Founder Shares held by the Stockholders or the Permitted Transferees of such Stockholders, the Company shall not file any other Registration Statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission.

7. MISCELLANEOUS .

7.1. Term . This Agreement shall terminate upon earlier of (a) the fifth anniversary of the date of this Agreement or (b) the date as of which (i) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (ii) the holders are permitted to sell their Registrable Securities under Rule 144(k) under the Securities Act (or any similar provision then in force permitting the sale of restricted securities without limitation on the amount of securities sold or the manner of sale). The provisions of Section 4 and Section 5 shall survive any termination.

7.2. Assignment; No Third Party Beneficiaries . The registration rights of any holder under this Agreement with respect to any Registrable Securities may be transferred and assigned, provided, however , that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee unless and until the Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement. Any transfer or assignment made other than as provided in the first sentence of this Section 7.2 shall be null and void. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns of the Stockholder or holder of Registrable Securities or of any assignee of the Stockholder or holder of Registrable Securities. 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 Article 4 and this Section 7.2. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the holders of the then outstanding Registrable Securities.

7.3. 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 either Personally served, delivered by reputable air courier service with charges prepaid guaranteeing overnight delivery, or transmitted by hand delivery, telegram, electronic mail, telex, facsimile, or by mailing in the same sealed envelope, or registered first-class mail, postage prepaid, return receipt requested addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given (i) on the date of delivery if Personally served, (ii) when receipt is acknowledged in writing by addressee, if transmitted by telegram, electronic mail, 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, and (iii) five (5) business days after having been deposited in the mail, postage prepaid, if mailed by first-class mail. 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, provided, however, that notice of a change in address shall be effective only upon receipt.

If to any holder of Shares or Founder Shares to such addresses on the signature pages hereto.

with respect to a holder of Shares, with a copy to (but which shall not constitute notice to such holder of Shares):

Paul, Hastings, Janofsky & Walker LLP

515 S. Flower St., Floor 25

Los Angeles, California 90071

Attention: Robert R. Carlson, Esq.

Facsimile: (213) 996-3220

with respect to a holder of Founder Shares, with a copy to (but which shall not constitute notice to such holder of Founder Shares):

Ellenoff Grossman & Schole, LLP

150 East 42nd Street

New York, New York 10017

Attention: Douglas Ellenoff, Esq.

Facsimile: (212) 370-7889

If to the Company to:

Great American Group, Inc.

21860 Burbank Blvd.

Suite 300 South

Woodland Hills, CA 91367

Attention: Andrew Gumaer

Facsimile: (818) 884-2976

with a copy to (but which shall not constitute notice to the Company):

Paul, Hastings, Janofsky & Walker LLP

515 S. Flower St., Floor 25

Los Angeles, California 90071

Attention: Robert R. Carlson, Esq.

Facsimile: (213) 996-3220

7.4. 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 that is valid and enforceable.

7.5. Counterparts . This Agreement may be executed in multiple counterparts, including by facsimile or other electronic means, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

7.6. 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.

7.7. Modifications and Amendments . No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party and signed by the Company and the holders of a majority of Registrable Securities then outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment, modification, waiver or consent authorized by this Section 7.7 whether or not such Registrable Securities shall have been marked accordingly.

7.8. 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.

7.9. 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. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

7.10. Remedies . In the event of a breach by the Company or by an Stockholder of any of their respective obligations under this Agreement, each Stockholder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Stockholder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

7.11. Independent Nature of Holders’ Obligations and Rights . The obligations of each holder hereunder are several and not joint with the obligations of any other holder hereunder, and no holder shall be responsible in any way for the performance of the obligations of any other holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any holder pursuant hereto or thereto, shall be deemed to constitute the holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other holder to be joined as an additional party in any proceeding for such purpose.

7.12. Governing Law .

(a) This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

(b) To the fullest extent permitted by applicable law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in any Federal court located in Delaware and in any Delaware State court (such venue as determined by the claimant party hereto) and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of Delaware for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and (iii) irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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.


COMPANY

GREAT AMERICAN GROUP, INC.

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Chief Executive Officer

		STOCKHOLDERS:

		/s/ Harvey M. Yellen
		Harvey Yellen
		Address for Notice:

		/s/ Andrew Gumaer
		Andrew Gumaer
		Address for Notice:

		/s/ Scott Carpenter
		Scott Carpenter
		Address for Notice:

		/s/ Paul Erickson
		Paul Erickson
		Address for Notice:

		/s/ Lester Friedman
		Lester Friedman
		Address for Notice:

		/s/ Tom Pabst
		Tom Pabst
		Address for Notice:

[Signature Page to Registration Rights Agreement]



		/s/ Mark Weitz
		Mark Weitz
		Address for Notice:

		/s/ Brian Yellen
		Brian Yellen
		Address for Notice:

		/s/ Illegible
		OHL Limited, formerly known as Hanover
		Overseas Limited
		Address for Notice:

		/s/ Illegible
		STC Investment Holdings LLC
		Address for Notice:

		/s/ Illegible
		Solar Capital, LLC
		Address for Notice:

		/s/ Paul Lapping
		Jakal Investments LLC
		Address for Notice:

		/s/ Mark Klein
		Mark Klein
		Address for Notice:

		/s/ David Hawkins
		David Hawkins
		Address for Notice:

		/s/ Steven Shenfeld
		Steven Shenfeld
		Address for Notice:

[Signature Page to Registration Rights Agreement]



		/s/ Bradford Peck
		Bradford Peck
		Address for Notice:

		/s/ Frederick Kraegel
		Frederick Kraegel
		Address for Notice:

[Signature Page to Registration Rights Agreement]

SCHEDULE I


Stockholder	Closing Shares	Contingent Shares	Founder Shares		All Shares
Harvey Yellen	5,280,000	2,640,000			7,920,000
Andrew Gumaer	5,280,000	2,640,000			7,920,000
Scott Carpenter	273,727	129,107			402,834
Paul Erickson	270,795	128,507			399,302
Lester Friedman	247,332	123,703			371,035
Tom Pabst	268,839	128,507			397,346
Mark Weitz	289,368	150,126			439,494
Brian Yellen	89,939	60,050			149,989
Hanover Overseas Limited			989,525	(1)	989,525
STC Investment Holdings LLC			1,223,900	(1)	1,223,900
Solar Capital, LLC			598,900	(1)	589,900
Jakal Investments LLC			237,500		237,500
Mark Klein			234,375		234,375
David Hawkins			12,500		12,500
Steven Shenfeld			37,500		37,500
Bradford Peck			12,500		12,500
Frederick Kraegel			12,500		12,500
Total	12,000,000	6,000,000	2,500,000		21,359,200

(1)	Includes 286,400 shares of common stock purchased pursuant to 10b5-1 Plan.

Exhibit 10.6

ESCROW AGREEMENT

ESCROW AGREEMENT, dated as of July 31, 2009 (the “Agreement”) by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (“Parent”), Great American Group, Inc., a Delaware Corporation (the “Company”), Andrew Gumaer (the “Member Representative”), as the representative of the members of Great American (the “GA Members”) and the phantom stock holders of Great American (the “Phantom Holders” and together with the GA Members, the “GA Recipients”) listed on Exhibit A hereto, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Definitive Agreement.

WHEREAS, the Parent, the Company, AAMAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Great American Group, LLC, a California limited liability company (“Great American”), the GA Members and the Member Representative have entered into an Agreement and Plan of Reorganization, dated May 14, 2009, as amended by Amendment No. 1 to Agreement and Plan of Reorganization dated May 29, 2009, by Amendment No. 2 to Agreement and Plan of Reorganization dated July 8, 2009 and by Amendment No. 3 to Agreement and Plan of Reorganization dated July 28, 2009 (collectively, the “Definitive Agreement”), pursuant to which, among other matters, (i) the GA Members will contribute their membership interests in Great American to the Company and (ii) Merger Sub will merge with and into Parent in exchange for which the Parent’s securities will be exchanged on a one-for-one basis for the Company’s securities;

WHEREAS, in connection with the transactions pursuant to the Definitive Agreement, the GA Recipients shall receive an aggregate of 12,000,000 shares of common stock of Parent at closing (the “Stock Consideration”);

WHEREAS, Section 5.3 of the Definitive Agreement provides Parent, Parent subsidiaries and their respective affiliates, successors and permits assigns, officers, directors, employees and agents are to be indemnified in certain respects (the “Indemnification Obligations”);

WHEREAS, Section 1.3 of the Definitive Agreement provides that Parent shall be entitled to recover any Working Capital Shortfall from the Escrowed Indemnification Stock (as defined below);

WHEREAS, Section 1.5 of the Definitive Agreement provides that Parent shall be entitled to recover any Inventory Amount Shortfall from the Member Inventory Stock comprising the Escrowed Indemnification Stock;

WHEREAS, GA Recipients have agreed that 1,500,000 shares of the Stock Consideration (the “Escrowed Indemnification Stock”) shall be subject to the indemnification, Working Capital Shortfall, and Inventory Amount Shortfall, provisions of the Definitive Agreement, and that the release of such shares of Escrowed Indemnification Stock shall be governed by the terms of the Definitive Agreement and this Agreement; and

WHEREAS, the Company and the Member Representative desire that the Escrow Agent accept the Escrowed Indemnification Stock in escrow to be held and disbursed as hereinafter provided.

NOW, THEREFORE, IT IS AGREED:

1. Appointment of Escrow Agent . The parties hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Escrowed Indemnification Stock . On the Effective Date, the Company shall deliver to the Escrow Agent certificates representing the Escrowed Indemnification Stock, to be held and disbursed subject to the terms and conditions of this Agreement; provided, however, that to the extent that the Definitive Agreement provides that shares shall not be issued as of the Effective Date, such shares shall be delivered to the Escrow Agent, when and if issued, to the extent that such shares otherwise would constitute Escrowed Indemnification Stock. The Member Representative acknowledges and agrees that the certificates representing the Escrowed Indemnification Stock will bear a legend in the form attached hereto as Exhibit C to reflect the deposit of such Escrowed Indemnification Stock under this Agreement.

3. Disbursement of the Escrowed Indemnification Stock .

3.1. Escrow Period . The Escrow Agent shall hold the Escrowed Indemnification Stock until the termination of the Escrow Period (as defined below). The “Escrow Period” shall, subject to Section 3.5, be the period beginning on the date the certificates representing the Escrowed Indemnification Stock are deposited with the Escrow Agent and ending: (i) as to the first 600,000 shares of the Escrowed Indemnification Stock (less that portion thereof applied in satisfaction of, or reserved with respect to claims involving, (A) the Indemnification Obligations, (B) the Working Capital Shortfall and (C) obligations of the GA Members in connection with any Inventory Amount Shortfall (clauses (A)-(C), collectively, “Escrow Claims”)), on the thirtieth (30th) day after the date the Company files with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K (the “10-K”) for the year ended December 31, 2009 (the “First Escrow Release Date”), and (ii) as to the remaining Escrowed Indemnification Stock (less that portion thereof applied in satisfaction of, or reserved with respect to any Escrow Claim), on the thirtieth (30th) day after the date the Company files with the SEC its 10-K for the year ended December 31, 2010 (the “Final Escrow Release Date”); provided, however, that with respect to any Escrow Claim made with respect to clause (C) herein, the parties agree that the sole remedy for such Escrow Claim shall be the return of the GA Members’ portion of the Escrowed Indemnification Stock and further that no such Escrow Claim as it relates to clause (C) herein shall be made, if ever, prior to the date that all of the Inventory Assets (as defined in the Definitive Agreement) are sold.

3.2. Holdback for Escrow Claims . Subject to the proviso in Section 3.1, above, with respect to any Escrow Claim that remains unresolved at the time of the First Escrow Release Date or the Final Escrow Release Date, as applicable, and that was properly and timely delivered pursuant to the Definitive Agreement, a portion of the Escrowed Indemnification Stock reasonably necessary to satisfy such Escrow Claim shall remain in escrow until such Escrow Claim shall have been disposed of pursuant to the Definitive Agreement; provided, however, in the event any Escrow Claim may reasonably require the application of 600,000 or more Escrowed Indemnification Stock as of the First Escrow Release Date, then no shares of the Escrowed Indemnification Stock shall be released on such date. Any shares of the Escrowed Indemnification Stock due to be released on the First Escrow Release Date or the Final Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to the appropriate GA Recipients in accordance with Exhibit A promptly upon such resolution, subject to reduction, if any, for the Indemnification Obligations associated with such Escrow Claim or the Working Capital Shortfall (or Inventory Amount Shortfall in the event that such Escrow Claim exists at the First Escrow Release Date or Final Escrow Release Date, respectively; provided, however, that such Escrow Claim may only exist on such respective date, if at all, to the extent that prior to such respective date, all of the Inventory Assets have been sold).

3.3. Cancellation of Escrowed Indemnification Stock for Working Capital Shortfall . In the event there is a Working Capital Shortfall as finally determined in accordance with Section 1.3 of the Definitive Agreement, the Company shall be entitled to receive for cancellation upon delivery of joint written instructions by the Company and the Member Representative to the Escrow Agent (the “Shortfall Notice”) such number of shares of the Escrowed Indemnification Stock as is determined in accordance with the Definitive Agreement.

3.4. Letter of Instruction . On the termination date of the applicable Escrow Period or upon Escrow Agent’s receipt of the Shortfall Notice, the Escrow Agent shall, upon joint written instructions from the Company and the Member Representative, disburse the appropriate portion of the Escrowed Indemnification Stock to the applicable GA Recipients (which GA Recipients, and their respective allocations of the Escrowed Indemnification Stock, shall be set forth in a written notice delivered by the Member Representative to the Escrow Agent) or the Company, as applicable. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrowed Indemnification Stock in accordance with this Section 3.

3.5. Inventory Adjustment . To the extent that the Inventory Amount Shortfall is not determined by the Final Escrow Release Date, any remaining portion of the GA Members’ Escrowed Indemnification Stock shall be returned to the GA Members and, immediately thereafter, the GA Members shall re-contribute such remaining portion of the GA Members’ Escrowed Indemnification Stock back into escrow in accordance with this Agreement and in such case this Agreement shall continue in effect (and the Escrow Period shall extend) with respect to the Company, the Member Representative, the GA Members and the Escrow Agent, but not the Phantom Holders, until no later than five (5) days after the last item of the Inventory Assets is sold, transferred or disposed of after the Final Escrow Release Date; provided, however, subject to the Company’s consent (at its sole discretion), that the GA Members may contribute into escrow assets in lieu of such remaining Member Inventory Stock of equal or greater value than such remaining portion of the GA Members’ Escrowed Indemnification Stock (valued at Nine Dollars and Eighty-Four Cents ($9.84) per share without interest thereon). After the last item of the Inventory Assets is sold, transferred or disposed of after the Final Escrow Release Date, and after any Inventory Amount Shortfalls are resolved but no later than five (5) days after such sale, transfer or disposition, any remaining Escrowed Indemnification Stock of the GA Members shall be returned to the GA Members (in accordance with their respective, relative Stock Contribution Consideration Percentages).

4. Rights of GA Recipients in Escrow Securities .

4.1. Voting Rights as a Stockholder . Each GA Recipient shall retain all of its rights as a stockholder of the Company during the Escrow Period, including, without limitation, the right to vote his shares of Escrowed Indemnification Stock.

4.2. Dividends and Other Distributions in Respect of the Escrowed Indemnification Stock . During the Escrow Period, all dividends payable in cash or other non-cash property with respect to the Escrowed Indemnification Stock shall be paid to the GA Recipients.

4.3. Restrictions on Transfer . During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrowed Indemnification Stock except (i) by gift to a member of a GA Recipient’s immediate family or to a trust or other entity, the beneficiary of which is a GA Recipient or a member of a GA Recipient’s immediate family, (ii) by virtue of the laws of descent and distribution upon the death of any GA Recipient, (iii) pursuant to a qualified domestic relations order, (iv) to an entity that is a GA Recipient, (v) to any person or entity controlling, controlled by, or under

common control with, a GA Recipient or (vi) with respect to a GA Recipient who is an individual, to an entity controlled by such GA Recipient; provided, however, that such permitted transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement. During the Escrow Period, no GA Recipient shall pledge or grant a security interest in the Escrowed Indemnification Stock or grant a security interest in their rights under this Agreement; provided, however, that each of the GA Members shall be permitted to grant a security interest in any or all of the proceeds of the shares of Escrowed Indemnification Stock to Credit Suisse First Boston Next Fund, Inc. (together with any successors or assigns, “CS”), to secure such GA Member’s obligations under a Promissory Note issued May 13, 2009, by such GA Member in favor of CS, as such Promissory Note may be amended, restated, supplemented or otherwise modified from time to time.

5. Concerning the Escrow Agent .

5.1. Good Faith Reliance . The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

5.2. Indemnification . The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrowed Indemnification Stock or it may deposit the Escrowed Indemnification Stock with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrowed Indemnification Stock are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3. Compensation . The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder, as set forth on Exhibit B hereto. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all reasonable counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

5.4. Further Assurances . From time to time on and after the date hereof, the Company and the Member Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5. Resignation . The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by the Member Representative, the Escrowed Indemnification Stock held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrowed Indemnification Stock with any court it deems appropriate.

5.6. Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

5.7. Liability . Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6. Miscellaneous .

6.1. Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Delaware or the United States District Court for the District of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

6.2. Entire Agreement . This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

6.3. Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.4. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns, and to the benefit of the Member Recipients, who are express third party beneficiaries of this Agreement.

6.5. Notices . Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if mailed, two business days after the date of mailing, as follows:

if to the Company, to:

590 Madison Avenue, 35th Floor

New York, New York 10022

Fax No.: (818) 884-2976

if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Frank A. DiPaolo

Fax No.: (212) 509-5150

if to the Member Representative, to:

21860 Burbank Boulevard, Suite 300 South

Woodland Hills, California 91367

Fax No.: (818) 884-2976

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

6.6. Counterparts . This Agreement may be executed in several counterparts each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument.

****

WITNESS the execution of this Agreement as of the date first above written.


ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

By:		/s/ Paul Lapping
Name:		Paul Lapping
Title:		CFO

GREAT AMERICAN GROUP, INC.

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:		/s/ Alexandra Albrecht
Name:		Alexandra Albrecht
Title:		Vice President

MEMBER REPRESENTATIVE:

/s/ Andrew Gumaer
Andrew Gumaer

[Signature Page to Escrow Agreement]

EXHIBIT A


GA Recipient		Number of Shares of Common Stock Held in Escrow
Andrew Gumaer		660,000
Harvey M. Yellen		660,000
Scott Carpenter		34,216
Paul Erickson		33,849
Lester Friedman		30,916
Thomas Pabst		33,605
Mark Weitz		36,171
Brian Yellen		11,242
		Total: 1,500,000

EXHIBIT B

Escrow Agent Fees

Fees billed by Continental Stock Transfer & Trust Co.

A) Services as escrow agent: $200 per month payable upon receipt of invoice; and

B) Release of shares from escrow $500 fixed fee per incident.

EXHIBIT C

Form of Legend

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN ESCROW AGREEMENT DATED JULY 31, 2009 (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).

Exhibit 10.7

Lock-Up Agreement

July 31, 2009

GREAT AMERICAN GROUP, INC.

590 Madison Avenue, 35th Floor

New York, New York 10022

Re: Lock-Up Agreement

Ladies and Gentlemen:

This letter agreement (this “ Agreement ”) relates to the shares of common stock (the “ Closing Stock Consideration ”) of Great American Group, Inc., a Delaware corporation (the “ Company ”) issued to the former members and phantom equity holders (collectively, the “ GA Members ”) of Great American Group, LLC (“ Great American ”), in connection with the transactions contemplated by the Agreement and Plan of Reorganization by and among Alternative Asset Management Acquisition Corp. (“ AAMAC ”), the Company, AAMAC Merger Sub, Inc., Great American, the GA Members and Andrew Gumaer, as the Member Representative, dated May 14, 2009, as amended by an Amendment No. 1 to Agreement and Plan of Reorganization dated May 29, 2009, an Amendment No. 2 to Agreement and Plan of Reorganization dated July 8, 2009 and an Amendment No. 3 to Agreement and Plan of Reorganization dated July 28, 2009 (collectively, the “ Definitive Agreement ”). Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth in the Definitive Agreement.

In order to induce AAMAC and the Company to consummate the transactions contemplated by the Definitive Agreement, the undersigned hereby agrees that, during the lock-up period, which is defined herein (the “ Lock-Up Period ”), the undersigned: (a) will not, directly or indirectly, on his, her or its own behalf, or on behalf of entities, family members or trusts affiliated with or controlled by him, her or it, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge (except as permitted herein), borrow or otherwise dispose of its share of the Closing Stock Consideration, and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any of the Closing Stock Consideration (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of the Closing Stock Consideration, whether or not such transaction is to be settled by delivery of Closing Stock Consideration, other securities, cash or other consideration. For purposes of this agreement, “Lock-Up Period” shall mean, except as provided in the following sentence: (i) with respect to fifty percent (50%) of the aggregate Closing Stock Consideration, a period of six (6) months from the date hereof; (ii) with respect to the next twenty-five percent (25%) of the aggregate Closing Stock Consideration, a period of twelve (12) months from the date hereof; and (iii) with respect to the final twenty-five percent (25%) of the aggregate Closing Stock Consideration, a period of eighteen (18) months from the date hereof. Notwithstanding the foregoing, in the event of the undersigned’s death while the undersigned remains an employee of the Company or any of its subsidiaries, the “Lock-Up Period” with respect to all shares of Closing Stock Consideration shall expire upon the date of the undersigned’s death.

The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Closing Stock Consideration to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, the Closing Stock Consideration for which the undersigned

is the record holder and, in the case of Closing Stock Consideration for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, its share of the Closing Stock Consideration.

The undersigned hereby further agrees that during the Lock-Up Period the undersigned will not: (x) file or participate in the filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of the Closing Stock Consideration or (y) exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of the Closing Stock Consideration except, in each case, as set forth in that certain Registration Rights Agreement dated as of July 31, 2009, entered into in connection with the Definitive Agreement.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer its share of the Closing Stock Consideration in the transactions described in clauses (i) through (vi) below without the prior written consent of the Company, provided that (1) the Company receives a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise during the lock-up period and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the lock-up period:

(i)

as a bona fide gift or gifts; or

(ii)

to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; or

(iii)

as a distribution to members, partners or stockholders of the undersigned; or

(iv)

to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, provided that such affiliate, investment fund or other entity controlled or managed by the undersigned shall not be formed for the sole purpose of transferring, for value or otherwise, its share of the Closing Stock Consideration; or

(v)

to any beneficiary of the undersigned pursuant to a will or other testamentary document or applicable laws of descent; or

(vi)

to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or immediate family of the undersigned.

For purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

[FOR ANDY GUMAER AND HARVEY YELLEN ONLY:] In addition, notwithstanding the foregoing, the undersigned may pledge any or all of the shares of Closing Stock Consideration to Credit Suisse First Boston Next Fund, Inc. (together with any successors or assigns, “ CS ”), to secure the undersigned’s obligations under that certain Second Amended and Restated Promissory Note issued July 28, 2009, by the undersigned in favor of CS.

The undersigned hereby represents and warrants to the Company that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date first above written.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. Delivery of a signed copy of this letter by facsimile transmission shall be effective as delivery of the original hereof.

Very truly yours,

[Signature Page to Lock-Up Agreement]

Exhibit 10.10

July 28, 2009

Alternative Asset Management Acquisition Corp.

590 Madison Avenue, 35th Floor

New York, N.Y. 10022

Great American Group, LLC

21860 Burbank Boulevard, Suite 300 South

Woodland Hills, CA 91367

Great American Group, Inc.

590 Madison Avenue, 35th Floor

New York, N.Y. 10022

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Reorganization dated May 14, 2009, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Agreement and Plan of Reorganization dated May 29, 2009, July 8, 2009 and July 28, 2009, respectively (the “Purchase Agreement”), by and among the Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company), Great American Group, Inc. (“GAG Inc.”), a newly-formed Delaware corporation and wholly-owned subsidiary of the Company, and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc. (“Merger Sub”), on the one hand, and Great American Group, LLC (“Great American”), the members of Great American (the “Great American Members”) and the representative of each of Great American, the Great American Members and the phantom equityholders of Great American, on the other hand, to approve the transactions contemplated thereby, including the contribution by the Great American Members of all of the membership interests of Great American to GAG Inc. in exchange for common stock of GAG Inc. and a subordinated promissory note (the “Contribution”) and the concurrent merger (the “Merger” and, together with the Contribution, the “Acquisition”) of Merger Sub with and into the Company as a result of which the Company and Great American will become wholly-owned subsidiaries of GAG Inc. and outstanding shares of the Company common stock and warrants will be exchanged for common stock and warrants, respectively, of GAG Inc. All capitalized terms used but not otherwise defined herein shall have the meanings specified in the Agreement.

As of the date hereof, Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal Investments LLC, Mark Klein, David Hawkins, Steven Shenfeld, Bradford Peck and Frederick Kraegel (collectively, the “Founders”) own 10,350,000 shares of Parent Common Stock (the “Founders Restricted Stock”) in the proportion per Founder set out in the column titled “Current Shares” on Exhibit A hereto. The Founders Restricted Stock is subject to an Escrow Agreement dated August 1, 2007 (the “Escrow Agreement”), by and among the Founders and Continental Stock Transfer & Trust Company (“Escrow Agent”). The parties to the Agreement entered into the Agreement on the condition that the Founders enter into this letter agreement with respect to the Founders Restricted Stock.

Pursuant to Section 1.6 of the Agreement and the terms of the Escrow Agreement, each of the Founders hereby agrees that all shares of Founders Restricted Stock (other than the Cancellation Shares, which shall be cancelled as provided herein) shall continue to be subject to the restrictions on disbursement as

provided in the Escrow Agreement. Each of the Founders hereby further agrees that the restrictions on disbursement of such shares of Founders Restricted Stock shall apply mutatis mutandis to any shares of Holdco Common Stock issued in exchange for the Founders Restricted Stock, and all references to “Founders Restricted Stock” herein shall also refer to such shares of Holdco Common Stock.

In addition, pursuant to Section 4.5 of the Agreement, each of the Founders hereby agrees that 1,000,000 shares of the Founders Restricted Stock (the “Contingent Shares”), in the proportion per Founder set out in the column titled “Contingent Shares” on Exhibit A hereto (the “Contingent Shares”), will continue to be held in escrow and will be released to the Founders upon the Company meeting the performance targets set forth in Section 1.4(b) of the Agreement. The Founders hereby acknowledge and agree that if the Company fails to meet any of the performance targets set forth in Section 1.4(b) of the Agreement, then the portion of the Contingent Shares that are issuable upon achievement of such target shall be forfeited and cancelled and the Founders shall not be entitled to receive any of such Contingent Shares.

The Founders agree to deliver to the Escrow Agent instructions to cancel on the Closing Date 7,850,000 shares of Founders Restricted Stock in the proportion per Founder set out in the column titled “Founder Cancellation Shares” on Exhibit A hereto (the “Founder Cancellation Shares”) and 2,500,000 shares of Holdco Common Stock that would have otherwise been distributed to the Founders in accordance with the Agreement (together with the Founder Cancellation Shares, the “Cancellation Shares”). Regardless of whether such delivery is completed, on the Closing Date, the Escrow Agent is hereby authorized to cancel the Cancellation Shares.

At the effective time of the Acquisition, the warrants issued to certain existing stockholders in conjunction with the Company’s initial public offering, with each such warrant exercisable into one share of the Company’s common stock at $7.50 per share (the “Sponsors’ Warrants”), shall only represent the right to: (a) redeem such Sponsors’ Warrants at a price of FIFTY HUNDREDTHS OF ONE DOLLAR ($0.50) per Warrant at any time on or prior to the ninetieth (90 ^th ) day following the Acquisition pursuant to the Warrant Redemption Proposal (defined below) or (b) exchange such Sponsors’ Warrants for warrants of GAG Inc., within the ninety (90) day period following the Acquisition and pursuant to a warrant exchange to be offered by GAG Inc., with such warrants of GAG Inc. having an exercise price greater than SEVEN DOLLARS AND FIFTY HUNDREDTHS OF ONE DOLLAR ($7.50) and an exercise period ending after July 31, 2012 (the existing exercise date of the expiration period). The Founders will either (a) redeem or (b) exchange their respective Sponsors’ Warrants as described herein, in accordance with the election made by a majority in interest of GAG Inc. warrantholders. The “Warrant Redemption Proposal” means the amendment to the Warrant Agreement that would (a) permit AAMAC to redeem all of the outstanding warrants, including those held by AAMAC’s sponsors, at any time on or prior to the ninetieth (90 ^th ) day following the Acquisition, at a price of $.50 per warrant and (b) delay the commencement of the exercisability of the warrants from immediately following the Acquisition to the 91 ^st day following the consummation of the Acquisition.

The Founders hereby agree to execute such additional documents and to provide Holdco, Parent or their respective transfer agents with any further assurances as may be necessary to effect the transactions described in this letter agreement including the cancellation of the Cancellation Shares, including without limitation, any amendments to the Escrow Agreement, and the lockup agreement, registration rights agreement and insider’s letter to which the Founders are currently subject with respect to the Parent Common Stock.

This Insider Letter supersedes the Insider Letter dated May 12, 2009 and the amendment thereto dated July 8, 2009 in their entirety.

[Signatures on the following pages]

This letter may be executed in any number of counterparts, each of which shall be enforceable against the parties that actually executed such counterparts, and all of which shall constitute one and the same instrument.


Very truly yours,

OHL Limited
(previously called HANOVER OVERSEAS LIMITED)

By:		/s/ Eric Watson
Name:		Eric Watson
Title:		Director

STC INVESTMENT HOLDINGS LLC

By:		/s/ Illegible
Name:
Title:

SOLAR CAPITAL, LLC

By:		/s/ Michael S. Gross
Name:		Michael S. Gross
Title:		Chairman and CEO

JAKAL INVESTMENTS LLC

By:		/s/ Paul Lapping
Name:		Paul Lapping
Title:		Manager

/s/ Mark Klein
Mark Klein

/s/ David Hawkins
David Hawkins

/s/ Steven Shenfeld
Steven Shenfeld

/s/ Bradford Peck
Bradford Peck

/s/ Frederick Kraegel
Frederick Kraegel

[Signature Page to Insider Letter]

Agreed and acknowledged, this 28th day of

July, 2009:


ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

By:		/s/ Paul Lapping
Name:		Paul Lapping
Title:		Chief Financial Officer

GREAT AMERICAN GROUP, LLC

By:		/s/ Andrew Gumaer
Name:		Andrew Gumaer
Title:		Chief Executive Officer

GREAT AMERICAN GROUP, INC.

By:		/s/ Mark Klein
Name:		Mark Klein
Title:		Chief Executive Officer

[Signature Page to Insider Letter]

Exhibit A


Name	Current Shares	Founder Cancellation Shares	Contingent Shares	GAG Inc. Cancellation Shares ¹
Hanover Overseas Limited	2,910,938	2,207,813	281,250	703,125
STC Investment Holdings LLC	3,881,250	2,943,750	375,000	937,500
Solar Capital, LLC	1,293,750	981,250	125,000	312,500
Jakal Investments LLC	983,250	745,750	95,000	237,500
Mark Klein	970,312	735,937	93,750	234,375
David Hawkins	51,750	39,250	5,000	12,500
Steven Shenfeld	155,250	117,750	15,000	37,500
Bradford Peck	51,750	39,250	5,000	12,500
Frederick Kraegel	51,750	39,250	5,000	12,500
Total	10,350,000	7,850,000	1,000,000	2,500,000

(1)	The GAG Inc. cancellation shares represent the number of GAG Inc. shares received in the exchange of 2.00 shares of GAG Inc. common stock for each share of Company common stock that are to be canceled per each Founder.

Exhibit 10.11

GREAT AMERICAN GROUP, INC.

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “ Agreement ”) is made and entered into this 31st day of July, 2009 by and between G REAT A MERICAN G ROUP , I NC . , a Delaware corporation (the “ Company ”), and [name] (“ Agent ”).

R ECITALS

WHEREAS , Agent performs a valuable service to the Company in Agent’s capacity as [a director/an officer] of the Company;

WHEREAS , the Company’s Bylaws (the “ Bylaws ”) provide for the indemnification of the directors, officers, employees and other agents of the Company, including persons serving at the request of the Company in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law (the “ DGCL ”);

WHEREAS , the Bylaws and the DGCL, by their non-exclusive nature, permit contracts between the Company and its agents, officers, employees and other agents with respect to indemnification of such persons; and

WHEREAS , in order to induce Agent to serve as [a director/an officer] of the Company, the Company has determined and agreed to enter into this Agreement with Agent.

NOW, THEREFORE , in consideration of Agent’s service as [a director/an officer] of the Company after the date hereof, the parties hereto agree as follows:

A GREEMENT

1. Services to the Company. Agent will serve, at the will of the Company or under separate contract, if any such contract exists, as [a director/an officer] of the Company or as an executive officer or other fiduciary of an affiliate of the Company (including any employee benefit plan of the Company) so long as Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Company or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Company or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

2. Indemnity of Agent. The Company hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Bylaws or the DGCL permitted prior to adoption of such amendment).

3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Agent:

(a) against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by Agent in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Company) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent as may be provided to Agent by the Company under the non-exclusivity provisions of the DGCL and Section 6.4 of the Bylaws.

4. Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Company:

(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law;

(b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

(c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled;

(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

(e) if indemnification is not lawful (and, in this respect, both the Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL or any other applicable law, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

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5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

6. Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Company for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Agent for the portion thereof to which Agent is entitled.

7. Notification and Defense of Claim. Not later than 30 days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Company of the commencement thereof:

(a) the Company will be entitled to participate therein at its own expense;

(b) except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Company to Agent of its election to assume the defense thereof, the Company will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Company, (ii) Agent shall have reasonably concluded, and so notified the Company, that there is an actual conflict of interest between the Company and Agent in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

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(c) the Company shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent’s written consent, which may be given or withheld in Agent’s sole discretion.

8. Expenses. The Company shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the DGCL or otherwise.

9. Enforcement. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within 90 days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting Agent’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Company) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Company (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise.

10. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11. Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Company’s Certificate of Incorporation or Bylaws, each as may be amended from time to time, agreement, vote of stockholders or directors, or otherwise, both as to action in Agent’s official capacity and as to action in another capacity while holding office.

12. Survival of Rights.

(a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Agent’s heirs, executors and administrators.

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(b) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

13. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the DGCL or any other applicable law.

14. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

15. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

16. Identical Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement. Facsimile signatures, or signatures delivered by other electronic transmission, shall be as effective as original signatures.

17. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

18. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed, (ii) when sent by confirmed electronic mail, with verification of receipt, or by facsimile, in either case, if sent during regular business hours; if not, then on the next business day; or (iii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail, return receipt requested, with postage prepaid.

(a) All communications shall be delivered to Agent at the address indicated on the signature page hereof, or at such other address as Agent shall designate by ten days’ advance written notice to the Company.

(b) All communications shall be delivered to the Company at 21860 Burbank Bl., Suite 300 South, Woodland Hills, CA 91367 or such other address as may have been furnished to Agent by the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


G REAT A MERICAN G ROUP , I NC .

By:
Name:		Andrew Gumaer
Its:		Chief Executive Officer and Secretary


A GENT

Name:

Print Name:

Address:

Exhibit 10.12

GREAT AMERICAN GROUP, INC.

2009 Stock Incentive Plan

(formerly Alternative Asset Management Acquisition Corp. 2009 Stock Incentive Plan)

Plan Document

1. Establishment, Purpose, and Types of Awards . Great American Group, Inc. (the “ Company ”) hereby establishes this equity-based incentive compensation plan (originally established by Alternative Asset Management Acquisition Corp.) to be known as the “Great American Group, Inc. 2009 Stock Incentive Plan” (hereinafter referred to as the “ Plan ”), for the following purposes: (a) to enhance the Company’s ability to attract highly qualified personnel; (b) to strengthen its retention capabilities; (c) to enhance the long-term performance and competitiveness of the Company; and (d) to align the interests of Participants with those of the Company’s shareholders.

(a) Effective Date . This Plan shall become effective upon the date adopted by the Board of Directors of the Company; provided that no Awards shall be granted hereunder until the Plan has been approved by a vote of a majority of the votes cast at a duly held meeting of the Company’s shareholders (or by such other shareholder vote that the Committee determines to be sufficient for the issuance of Shares and Awards according to the Company’s governing documents and Applicable Law).

(b) Awards . The Plan permits the granting of the following types of Awards according to the Sections of the Plan listed here:


Section 5		Stock Options
Section 6		Share Appreciation Rights (SARs)
Section 7		Restricted Shares, Restricted Share Units (RSUs), and Unrestricted Shares
Section 8		Deferred Share Units (DSUs)
Section 9		Performance Awards

(d) Effect on Other Plans, Awards, and Arrangements . This Plan is not intended to affect and shall not affect any stock options, equity-based compensation, or other benefits that the Company or its Affiliates may have provided, or may separately provide in the future, pursuant to any agreement, plan, or program that is independent of this Plan. Notwithstanding the foregoing, effective upon shareholder approval of this Plan, no further awards shall be granted under the Pride Capital Group, LLC Phantom Stock Plan.

2. Defined Terms . Terms in the Plan and any Appendix that begin with an initial capital letter have the defined meaning set forth in Appendix I , unless the context indicates a different meaning.

3. Shares Subject to the Plan . Subject to adjustment pursuant to Section 13 below, a total of 15,644,000 Shares shall be available for issuance under the Plan. The Shares deliverable pursuant to Awards shall be authorized, but unissued Shares, or Shares that the Company otherwise holds in treasury or in trust. Any Shares subject to an Award that is settled in cash rather than in Shares, or subject to an Award that expires or is forfeited, cancelled or otherwise terminated without the issuance of some or all of the Shares subject to the Award will again be available for future Awards to the extent of such cash settlement, or non-issuance due to expiration, forfeiture, cancellation or termination. In addition, previously issued Shares that are not related to a particular Award (e.g., Shares already owned by a Participant) and Shares subject to an Award that are tendered or withheld by the Company in payment of all or part of the exercise price of such Award or in satisfaction of applicable Withholding Taxes shall be added to the number of Shares available for issuance under the Plan. Further, and to

the extent permitted under Applicable Laws: (i) the maximum number of Shares available for delivery under the Plan shall not be reduced by any Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations to grant future awards in connection with the acquisition by the Company (or an Affiliate of the Company) of another entity; and (ii) the maximum number of Shares available for delivery under the Plan shall be increased by the number of shares available for issuance under any shareholder approved plan of an entity acquired by the Company or an Affiliate of the Company (as such number has been equitably adjusted by the Committee to give effect to the acquisition).

4. Eligibility .

(a) General Rule . Awards may only be made to Eligible Persons (as determined for each Award on its Grant Date). Each Award shall be evidenced by an Award Agreement that sets forth its Grant Date and all other terms and conditions of the Award, that is signed on behalf of the Company (or delivered by an authorized agent through an electronic medium), and that, if required by the Committee, is signed by the Eligible Person as an acceptance of the Award. The grant of an Award shall not obligate the Company or any Affiliate to continue the employment or service of any Eligible Person, or to provide any future Awards or other remuneration at any time thereafter.

(b) Limits on Individual Awards . During any period of three calendar years, no Participant may receive Options and SARs under the Plan that relate to more than 10% of the total number of Shares reserved for Awards under Section 3 above as of the first day of such three-year period, subject to adjustment pursuant to Section 13 below.

(c) Replacement Awards . Subject to Applicable Laws (including any associated shareholder approval requirements), the Committee may, in its sole discretion and upon such terms as it deems appropriate, require as a condition for granting an Award that an Eligible Person surrender for cancellation some or all Awards that have previously been granted under this Plan or otherwise. An Award conditioned upon such surrender may or may not be the same type of Award, may cover the same (or a lesser or greater) number of Shares as such surrendered Award, may have other terms that are determined without regard to the terms or conditions of such surrendered Award, and may contain any other terms that the Committee deems appropriate. Except in connection with a Change in Control, Options or SARs with a per Share exercise price (as adjusted pursuant to Section 13 below) higher than Fair Market Value may not be cancelled under this Section 4(c) without the approval of the Company’s shareholders.

5. Stock Options .

(a) Grants. The Committee may grant Options to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan, and that may include vesting or other requirements for the right to exercise the Option; provided that –

(i) the exercise price for Shares subject to purchase through exercise of an Option shall not be less than 100% of the Fair Market Value of the underlying Shares on the Grant Date; and

(ii) no Option shall be exercisable for a term ending more than ten years after its Grant Date.

(b) Method of Exercise . Subject to Section 14 below, Options may be exercised by the Participant (or his guardian or personal representative) giving notice to the Company pursuant to procedures established by the Company for the exercise of Options. Such notice shall state the number of Shares the Participant has elected to purchase under the Option and the method by which the exercise price and any applicable Withholding Taxes will be paid. The exercise price and Withholding Taxes may be paid in cash or check payable to the Company (in U.S. dollars), or to the extent that the Committee or the terms of an Award Agreement expressly permit, all or any part of the exercise price or Withholding Taxes may be satisfied –

(i) by delivery or attestation of Shares (valued at their Fair Market Value) that are subject to the Option being exercised or that the Participant already owns;

(ii) by delivery of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary to pay the exercise price or Withholding Taxes from the sale or proceeds of a loan from the broker with respect to the sale of Shares or a broker loan secured by Shares; or

(iii) by a combination of (i) and (ii).

An Award Agreement for an Option may provide that, if, on the date upon which such Option or any portion thereof is to expire, Fair Market Value exceeds the per Share exercise price of such Option and if such Option or portion thereof that will expire is otherwise exercisable, the Option shall be automatically exercised by delivery or attestation of Shares that are subject to such Option in satisfaction of the exercise price and any applicable Withholding Taxes.

(c) Exercise of an Unvested Option . The Committee in its sole discretion may allow a Participant to exercise an unvested Option, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions to the unvested Option.

(d) Termination of Continuous Service . The Committee may establish and set forth in the applicable Award Agreement the terms and conditions on which an Option shall remain exercisable following termination of a Participant’s Continuous Service. Except to the extent an Award Agreement specifically provides otherwise, an Option shall be exercisable, only to the extent the Participant was entitled to exercise such Option at the date of terminating Continuous Service, only until the “Option Termination Date” determined pursuant to the following table:


Reason for terminating Continuous Service		Option Termination Date

(i) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts.		Termination of the Participant’s Continuous Service, or when Cause first existed if earlier.

(ii) Disability of the Participant.		Within one year after termination of the Participant’s Continuous Service.

(iii) Retirement of the Participant after age 60 with 5 years or more of Continuous Service.		Within six months after termination of the Participant’s Continuous Service.

(iv) Death of the Participant during Continuous Service or within 90 days thereafter.		Within one year after termination of the Participant’s Continuous Service.

(v) Other than due to Cause or the Participant’s Disability, Retirement, or Death.		Within 90 days after termination of the Participant’s Continuous Service.

Notwithstanding the foregoing, in no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement. To the extent that a Participant is not entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award Agreement or above (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan and become available for future Awards.

(e) Buyout . If a Participant so elects, the Committee may cancel an Option in exchange for a payment to a Participant in cash, cash equivalents, new Awards, or Shares, at such time and on such terms and conditions as the Committee shall have established and communicated to the Participant; provided, however, that, except in connection with a Change in Control, the per Share exercise price of any Option cancelled pursuant to this Section 5(e) (as adjusted pursuant to Section 13 below) shall not be greater than the Fair Market Value of a Share on such date unless the terms of the cancellation of such Option are approved by the shareholders of the

Company. In addition, but subject to Section 4(c) above and to any shareholder approval requirement of Applicable Law, if the Fair Market Value for Shares subject to an Option is more than 33% below their exercise price for more than 30 consecutive business days, the Committee may unilaterally terminate and cancel the Option by providing each affected Participant with either cash or a new Award that has (i) a value equal to that of the vested portion of the Option being cancelled (with value being uniformly determined as of the buyout date in accordance with the methodology that the Company generally uses for financial accounting purposes for its Awards), (ii) vesting terms not less favorable to the Participant than the Option being cancelled, and (iii) any other terms and conditions that the Committee may set forth in the Award Agreement for the new Award; subject, except in connection with a Change in Control, to shareholder approval of any Awards or program involving the cancellation of Options in exchange for Option grants having a lower exercise price.

(f) Special ISO Provisions . The following provisions shall control any grants of Options that are denominated as ISOs.

(i) Grants of ISOs . The Committee may grant ISOs only to Employees (including officers who are Employees) of the Company or an Affiliate that is a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code. Each Option that is intended to be an ISO must be designated in the Award Agreement as an ISO, provided that any Option designated as an ISO will be a Non-ISO to the extent the Option fails to meet the requirements of Code Section 422. In the case of an ISO, the Committee shall determine the acceptable methods of payment on the Date of Grant and it shall be included in the applicable Award Agreement.

(ii) Maximum Limit . The number of Shares that are available for ISO Awards not exceed 5,000,000 Shares (as adjusted pursuant to Section 13 of the Plan), and shall be determined, to the extent required under the Code, by reducing the number of Shares designated in Section 3 of the Plan by the number of Shares issued pursuant to Awards, provided that any Shares that are subject to Awards issued under the Plan and forfeited back to the Plan before an issuance of Shares shall be available for issuance pursuant to future ISO Awards.

(iii) $100,000 Limit . To the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as ISOs first become exercisable by a Participant in any calendar year (under this Plan and any other plan of the Company or any Affiliate) exceeds U.S. $100,000, such excess Options shall be treated as Non-ISOs. For purposes of determining whether the U.S. $100,000 limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall be determined as of the Grant Date. In reducing the number of Options treated as ISOs to meet the U.S. $100,000 limit, the most recently granted Options shall be reduced first. In the event that Section 422 of the Code is amended to alter the limitation set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.

(iv) Grants to 10% Holders . In the case of an Incentive Stock Option granted to an Employee who is a Ten Percent Holder on the Grant Date, the term of the Incentive Stock Option shall not exceed five years from the Grant Date, and the exercise price shall be at least 110% of the Fair Market Value of the underlying Shares on the Grant Date. In the event that Section 422 of the Code is amended to alter the limitations set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.

(v) Substitution of Options . Notwithstanding any other provisions of the Plan, in the event the Company or an Affiliate acquires (whether by purchase, merger or otherwise) all or substantially all of outstanding capital stock or assets of another corporation or in the event of any reorganization or other transaction qualifying under Code Section 424, the Committee may, in accordance with the provisions of that Section, substitute ISOs for ISOs under the plan of the acquired company provided (i) the excess of the aggregate Fair Market Value of the Shares subject to an ISO immediately after the substitution over the aggregate exercise price of such shares is not more than the similar excess immediately before such substitution, and (ii) the new ISO does not give additional benefits to the Participant, including any extension of the exercise period.

(vi) Notice of Disqualifying Dispositions . By executing an ISO Award Agreement, each Participant agrees to notify the Company in writing immediately after the Participant sells, transfers or otherwise disposes of any Shares acquired through exercise of the ISO, if such disposition occurs within the earlier of (i) two years of the Grant Date, or (ii) one year after the exercise of the ISO being exercised. Each Participant further agrees to provide any information about a disposition of Shares as may be requested by the Company to assist it in complying with any applicable tax laws.

6. SARs .

(a) Grants. The Committee may grant SARs to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan; provided that:

(i) the exercise price for the Shares subject to each SAR shall not be less than 100% of the Fair Market Value of the underlying Shares on the Grant Date;

(ii) no SAR shall be exercisable for a term ending more than ten years after its Grant Date; and

(iii) each SAR shall, except to the extent a SAR Award Agreement provides otherwise, be subject to the provisions of Section 5(d) relating to the effect of a termination of Participant’s Continuous Service and Section 5(e) relating to buyouts, in each case with “SAR” being substituted for “Option.”

(b) Settlement. Subject to Section 14 below, a SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares having a Fair Market Value on the date of exercise equal to the product of the number of Shares as to which the SAR is being exercised, and the excess of (i) the Fair Market Value, on such date, of the Shares covered by the exercised SAR, over (ii) an exercise price designated in the SAR Award Agreement. Notwithstanding the foregoing, a SAR Award Agreement may limit the total settlement value that the Participant will be entitled to receive upon the SAR’s exercise, and may provide for settlement either in cash or in any combination of cash or Shares that the Committee may authorize pursuant to an Award Agreement. An Award Agreement for a SAR may provide that, if, on the date upon which such SAR or any portion thereof is to expire, the Fair Market Value exceeds the per Share exercise price of such SAR and if such SAR or portion thereof that will expire is otherwise exercisable, the SAR shall be automatically exercised and settled pursuant to this Section 6(b).

(c) SARs related to Options . The Committee may grant SARs either concurrently with the grant of an Option or with respect to an outstanding Option, in which case the SAR shall extend to all or a portion of the Shares covered by the related Option and have an exercise price not less than the exercise price of the related Option. A SAR related to an Option shall entitle the Participant who holds the related Option, upon exercise of the SAR and surrender of the related Option, or portion thereof, to the extent the SAR and related Option each were previously unexercised, to receive payment of an amount determined pursuant to Section 6(b) above. Any SAR granted in tandem with an ISO will contain such terms as may be required to comply with the provisions of Code Section 422.

7. Restricted Shares, RSUs, and Unrestricted Share Awards .

(a) Grant. The Committee may grant Restricted Share, RSU, or Unrestricted Share Awards to Eligible Persons, in all cases pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan. The Committee shall establish as to each Restricted Share or RSU Award the number of Shares deliverable or subject to the Award (which number may be determined by a written formula), and the period or periods of time (the “ Restriction Period ”) at the end of which all or some restrictions specified in the Award Agreement shall lapse and the Participant shall receive unrestricted Shares (or cash to the extent provided in the Award Agreement) in settlement of the Award. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Committee, including,

without limitation, criteria based on the Participant’s duration of employment, directorship or consultancy with the Company, individual, group, or divisional performance criteria, Company performance, or other criteria selection by the Committee. The Committee may make Restricted Share and RSU Awards with or without the requirement for payment of cash or other consideration. In addition, the Committee may grant Awards hereunder in the form of Unrestricted Shares which shall vest in full upon the Grant Date or such other date as the Committee may determine or which the Committee may issue pursuant to any program under which one or more Eligible Persons (selected by the Committee in its sole discretion) elect to pay for such Shares or to receive Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.

(b) Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting Restricted Shares or RSUs, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to RSUs will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a Participant’s Continuous Service for any reason, the Participant shall forfeit his or her Restricted Shares and RSUs to the extent the Participant’s interest therein has not vested on or before such termination date; provided that if a Participant purchases Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant to the extent either set forth in an Award Agreement or required by Applicable Laws.

(c) Certificates for Restricted Shares. Unless otherwise provided in an Award Agreement, the Company shall hold certificates representing Restricted Shares and dividends (whether in Shares or cash) that accrue with respect to them until the restrictions lapse, and the Participant shall provide the Company with appropriate stock powers endorsed in blank. The Participant’s failure to provide such stock powers within ten days after a written request from the Company shall entitle the Committee to unilaterally declare a forfeiture of all or some of the Participant’s Restricted Shares.

(d) Issuance of Shares upon Vesting . As soon as practicable after vesting of a Participant’s Restricted Shares (or of the right to receive Shares underlying RSUs), the Company shall deliver to the Participant, free from vesting restrictions, one Share for each surrendered and vested Restricted Share (or deliver one Share free of the vesting restriction for each vested RSU), unless an Award Agreement provides otherwise and subject to Section 10 below regarding Withholding Taxes. No fractional Shares shall be distributed, and cash shall be paid in lieu thereof.

(e) Dividends Payable on Vesting . Whenever Shares are deliverable to a Participant (or duly-authorized transferee) pursuant to Section 7(d) above as a result of the vesting of a Restricted Share or RSU Award, the Participant or his or her duly authorized transferee shall also be entitled to receive, with respect to each Share then vesting, a number of Shares equal to the sum of –

(i) any per-Share dividends which were declared and paid in Shares to the Company’s shareholders of record between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting event for the Award; and

(ii) the Shares that the Participant could have purchased at their Fair Market Value on the payment date of any cash dividends if the Participant had received such cash dividends with respect to each Restricted Share, or Share subject to an RSU, between the Grant Date and the date Shares are delivered to the Participant pursuant to the particular vesting event for the Award.

(f) Deferral Elections for RSUs . To the extent specifically provided in an Award Agreement, a Participant may irrevocably elect, in accordance with Section 8 below, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the vesting of an RSU Award. If the Participant makes this election: (i) the Company shall credit the Shares subject to the election, and any associated dividends, to a DSU account established pursuant to Section 8 below on the date such Shares and any associated dividends would otherwise have been delivered to the Participant pursuant to Sections 7(d) and 7(e) above, and (ii) any vesting that would have occurred within the 12-month period following the date of the Participant’s

election shall occur on the 12-month anniversary of such election, provided that vesting may occur immediately upon the Participant’s death or Disability if so provided in the Award Agreement.

(g) Section 83(b) Elections . To the extent expressly permitted by an Award Agreement or the Committee, a Participant may make an election under Code Section 83(b) (the “ Section 83(b) Election ”) with respect to Restricted Shares. A Participant who has received RSUs may, within ten days after receiving the RSU Award, provide the Committee with a written notice of his or her desire to make Section 83(b) Election with respect to the Shares subject to such RSUs. The Committee may in its discretion convert the Participant’s RSUs into Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s RSU Award. The Participant may then make a Section 83(b) Election with respect to those Restricted Shares; provided that the Participant’s Section 83(b) Election will be invalid if not filed with the Company and the appropriate U.S. tax authorities within 30 days after the Grant Date of the RSUs replaced by the Restricted Shares.

8. DSUs .

(a) Grants of DSUs . The Committee may make DSU awards to any Eligible Persons pursuant to Award Agreements, regardless of whether or not there is a deferral of compensation, and may permit select Eligible Persons to irrevocably elect, on a form provided by and acceptable to the Committee (the “ Election Form ”), to forego the receipt of cash or other compensation (including the Shares deliverable pursuant to any RSU Award) and in lieu thereof to have the Company credit to an internal Plan account a number of DSUs having a Fair Market Value equal to the Shares and other compensation deferred. These credits will be made at the end of each calendar quarter (or other period determined by the Committee) during which compensation is deferred. Unless the Company sends an Eligible Person a written notice rejecting an Election Form within five business days after the Company receives it, an Election Form shall take effect on the first day of the next calendar year (or on the first day of the next calendar month in the case of an initial election within 30 days after a Participant becomes first eligible to defer hereunder) after its delivery to the Company. Notwithstanding the foregoing sentence, a Participant’s Election Form will be ineffective with respect to any compensation that the Participant earns before the date on which the Election Form takes effect. For any Participant who is subject to U.S. income taxation, the Committee shall only authorize deferral elections pursuant to Section 8: (i) under written procedures, and using written election forms, that satisfy the requirements of Code Section 409A, and (ii) shall only be made by Eligible Persons who are Directors, Consultants, or members of a select group of management or highly compensated Employees (within the meaning of the Code).

(b) Vesting . Unless an Award Agreement expressly provides otherwise, each Participant shall be 100% vested at all times in any Shares subject to DSUs.

(c) Issuances of Shares . Unless an Award Agreement or the Committee expressly provides otherwise, the Company shall settle a Participant’s DSU Award, by delivering one Share for each DSU, in five substantially equal annual installments that are issued before the last day of each of the five calendar years that end after the date on which the Participant’s Continuous Service ends for any reason, subject to –

(i) the Participant’s right to elect a different form of distribution, only on a form provided by and acceptable to the Committee, that permits the Participant to select any combination of a lump sum and annual installments that are triggered by, and completed within ten years following, the last day of the Participant’s Continuous Service; and

(ii) the Company’s acceptance of the Participant’s distribution election form executed at the time the Participant elects to defer the receipt of Shares or other compensation pursuant to Section 8(a), provided that the Participant may change a distribution election through any subsequent election that (I) the Participant delivers to the Company at least one year before the date on which distributions are otherwise scheduled to commence pursuant to the Participant’s initial distribution election, and (II) defers the commencement of distributions by at least five years from the originally scheduled distribution commencement date.

Fractional shares shall not be issued, and instead shall be paid out in cash.

(d) Dividends . Unless otherwise provided in an Award Agreement, whenever Shares are issued to a Participant pursuant to Section 9(c) above, the Participant shall also be entitled to receive, with respect to each Share issued, a number of Shares determined in a manner consistent with Section 7(e) above (but by reference to the period from the Grant Date of the DSU to its settlement through the issuance of Shares to the Participant).

(e) Emergency Withdrawals . In the event that a Participant suffers an unforeseeable emergency within the contemplation of this Section, the Participant may apply to the Committee for an immediate distribution of all or a portion of the Participant’s DSUs. The unforeseeable emergency must result from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant, casualty loss of the Participant’s property, or other similar extraordinary and unforeseeable conditions beyond the control of the Participant. The Committee shall, in its sole and absolute discretion, determine whether a Participant has a qualifying unforeseeable emergency, may require independent verification of the emergency, and may determine whether or not to provide the Participant with cash or Shares. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The number of Shares subject to the Participant’s DSU Award shall be reduced by any Shares distributed to the Participant and by a number of Shares having a Fair Market Value on the date of the distribution equal to any cash paid to the Participant pursuant to this Section. For all DSUs granted to Participants who are U.S. taxpayers, the term “unforeseeable emergency” shall be interpreted in accordance with Section 409A of the Code, and the term “dependent” shall be interpreted in accordance with Section 152(a) of the Code.

(f) Unsecured Rights to Deferred Compensation . A Participant’s right to DSUs shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant (or the Participant’s duly-authorized transferee) to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim against or rights in any specific assets, Shares, or other funds of the Company.

(g) Termination of Service . For purposes of Section 8 of the Plan, a Participant’s “Continuous Service” shall only end when the Participant incurs a “separation from service” within the meaning of Treasury Regulations §1.409A-1(h). A Participant shall be considered to have experienced a termination of Continuous Service when the facts and circumstances indicate that either (i) no further services will be performed for the Company or any Affiliate after a certain date, or (ii) that the level of bona fide services the Participant will perform after such date (whether as an Employee, Director, or Consultant) are reasonably expected to permanently decrease to no more than 25% of the average level of bona fide services performed by such Participant (whether as an Employee, Director, or Consultant) over the immediately preceding 36-month period (or full period of services to the Company and its Affiliates if the Participant has been providing such services for less than 36 months).

9. Performance Awards .

(a) Performance Awards . Subject to the limitations set forth in paragraph (b) hereof, the Committee may in its discretion grant Performance Awards, including Performance Units, to any Eligible Person that (i) have substantially the same financial benefits and other terms and conditions as Options, SARs, RSUs, or DSUs, and/or (ii) are settled only in cash. A Performance Award is an Award which is based on the achievement of specific goals with respect to the Company or any Affiliate or the individual performance of the Participant, or any combination thereof, over a specified period of time. All Performance Awards shall be made pursuant to Award Agreements setting forth terms and conditions that are not inconsistent with the Plan.

(b) Deferral Elections . At any time prior to the date that is both at least six months before the close of a Performance Period (or shorter or longer period that the Committee selects) with respect to a Performance Award and at which time vesting or payment is substantially uncertain to occur, the Committee may permit a Participant

who is a member of a select group of management or highly compensated employees to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the cash or Shares that would otherwise be transferred to the Participant upon the vesting of such Award. If the Participant makes this election, the cash or Shares subject to the election, and any associated interest and dividends, shall be credited to an account established pursuant to Section 8 hereof on the date such cash or Shares would otherwise have been released or issued to the Participant pursuant to this Section.

(c) Performance Compensation Awards . Subject to the limitations set forth in Section 9 and in this Appendix II.F., the Committee may, at the time of grant of a Performance Unit, designate such Award as a “ Performance Compensation Award ” (payable in cash or Shares) in order that such Award constitutes “qualified performance-based compensation” under Code Section 162(m), in which event the Committee shall have the power to grant such Performance Compensation Award upon terms and conditions that qualify it as “qualified performance-based compensation” within the meaning of U.S. Code Section 162(m). With respect to each such Performance Compensation Award, the Committee shall establish, in writing within the time required under Code Section 162(m), a “ Performance Period ,” “ Performance Measure(s) ”, and “ Performance Formula(e) ” (each such term being defined below). A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that the Performance Measure(s) for such Award is achieved and the Performance Formula(e) as applied against such Performance Measure(s) determines that all or some portion of such Participant’s Award has been earned for the Performance Period. As soon as practicable after the close of each Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Measure(s) for the Performance Period have been achieved and, if so, determine and certify in writing the amount of the Performance Compensation Award to be paid to the Participant and, in so doing, may use negative discretion to decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon such performance.

(d) Limitations on Awards . The maximum Performance Award and the maximum Performance Compensation Award that any one Participant may earn in any one Performance Period shall not together exceed the limitation set forth in Section 4(b) of the Plan for Shares subject to Awards (or, for Performance Units to be settled in cash, U.S. $6,000,000).

(e) Definitions .

(i) “Performance Formula” means, for a Performance Period, one or more objective formulas or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained or to be attained with respect to one or more Performance Measure(s). Performance Formulae may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative.

(ii) “Performance Measure” means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index):


cash flow (before or after dividends)		earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization)

stock price		return on equity

stockholder return or total stockholder return		return on capital (including without limitation return on total capital or return on invested capital)

return on investment		return on assets or net assets

market capitalization		economic value added

debt leverage (debt to capital)		Revenue

sales or net sales		Backlog

income, pre-tax income or net income		operating income or pre-tax profit

operating profit, net operating profit or economic profit		gross margin, operating margin or profit margin

return on operating revenue or return on operating assets		cash from operations

operating ratio		operating revenue

market share improvement		general and administrative expenses

customer service		new production introductions

product line enhancements		strategic mergers or acquisitions

working capital		Research

licensing		Litigation

human resources		information services

sales of assets of Affiliates or business units

Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

(iii) “Performance Period” means one or more periods of time (of not less than one fiscal year of the Company), as the Committee may designate, over which the attainment of one or more Performance Measure(s) will be measured for the purpose of determining a Participant’s rights in respect of an Award.

10. Taxes; Withholding .

(a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign

withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes.

(b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law.

(c) Income Taxes and Deferred Compensation . Participants are solely responsible and liable for the satisfaction of any federal state, province, or local taxes that may arise in connection with Awards (including, for Participants subject to taxation in the United States, any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount sufficient to satisfy such tax obligations from the next payroll payment or payments otherwise payable after the date of the exercise of an Award.

To the extent that the committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the ParticipantHolder any rights that are greater than those of a general creditor of the Company or any Affiliate of the Company.

11. Non-Transferability of Awards .

(a) General. Except as set forth in this Section 11, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a death beneficiary by a Participant will not constitute a transfer. An Award may be exercised, during the lifetime of the holder of an Award, only by such holder, the duly-authorized legal representative of a Participant who is Disabled, or a transferee permitted by this Section 11.

(b) Limited Transferability Rights . Notwithstanding anything else in this Section 11, the Committee may in its discretion provide that an Award may be transferred, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by

instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of this Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

(c) Death . In the event of the death of a Participant, any outstanding Awards issued to the Participant shall automatically be transferred to the Participant’s Beneficiary (or, if no Beneficiary is designated or surviving, to the person or persons to whom the Participant’s rights under the Award pass by will or the laws of descent and distribution).

12. Modification of Awards and Substitution of Options . Within the limitations of the Plan, the Committee may modify an Award to accelerate the rate at which an Option or SAR may be exercised (including without limitation permitting an Option or SAR to be exercised in full without regard to the installment or vesting provisions of the applicable Award Agreement or whether the Option or SAR is at the time exercisable, to the extent it has not previously been exercised), to accelerate the vesting of any Award, to extend or renew outstanding Awards, to accept the cancellation of outstanding Awards to the extent not previously exercised, or to make any other changes that would be allowed under the Plan for a new Award. However, except in connection with a Change in Control or as approved by the shareholders of the Company, the Committee may not cancel an outstanding Option or SAR whose exercise price per Share is greater than Fair Market Value at the time of cancellation for the purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a replacement award of a different type, or exchanging the Award for a cash payment, or otherwise allow for a “repricing” of Options or SARs within the meaning of federal securities laws applicable to proxy statement disclosures. Notwithstanding the foregoing provision, no modification of an outstanding Award shall materially and adversely affect a Participant’s rights thereunder unless either (i) the Participant provides written consent, or (ii) before a Change in Control, the Committee determines in good faith that the modification is not materially adverse to the Participant.

13. Change in Capital Structure; Change in Control; Etc .

(a) Changes in Capitalization. In the event of a Share dividend, Share split, or combination of Shares, Share exchange, recapitalization, merger in which the Company is the surviving corporation, spin-off or split-off of an Affiliate, extraordinary cash dividend or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of capital stock of the Company), the number and kind of Shares or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted, any and all maximum limits on the number of Shares that may be delivered under the Plan, any exercise price for Awards, and other relevant provisions shall be equitably adjusted by the Committee.

(b) Change in Control. In the event of a Change in Control but subject to the terms of any Award Agreements or any employment or other similar agreement between the Company or any of its Affiliates and a Participant then in effect, each outstanding Award shall be assumed or a substantially equivalent award shall be substituted by the surviving or successor corporation or a parent or subsidiary of such surviving or successor corporation (the “Successor Corporation”) upon the consummation of the transaction; provided, however, that to the extent outstanding Awards are neither being assumed nor replaced with substantially equivalent Awards by the Successor Corporation, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions (with respect to any or all of the Awards, and with discretion to differentiate between individual Participants and Awards for any reason):

(i) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of

the Company with respect to Shares issued pursuant to an Award shall lapse as to the Shares subject to such repurchase right;

(ii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards (with the Committee determining the amount payable to each Participant based on the Fair Market Value, on the date of the Change in Control, of the Award being cancelled, based on any reasonable valuation method selected by the Committee); or

(iii) terminate all or some Awards upon the consummation of the transaction, provided that the Committee shall provide for vesting of such Awards in full as of a date immediately prior to consummation of the Change in Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation.

Notwithstanding the above and unless otherwise provided in an Award Agreement or in any employment or other similar agreement between the Company or any of its Affiliates and a Participant then in effect, in the event a Participant is Involuntarily Terminated on or within 12 months (or other period either set forth in an Award Agreement) following a Change in Control, then any Award that is assumed or substituted pursuant to this Section 13(b) shall accelerate and become fully vested (and become exercisable in full in the case of Options and SARs), and any repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant’s Involuntary Termination, unless an Award Agreement provides otherwise.

(c) Dissolution or Liquidation . In the event of the dissolution or liquidation of the Company other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such action, subject to the ability of the Committee to exercise any discretion authorized in the case of a Change in Control.

14. Laws and Regulations .

(a) General Rules. This Plan, the grant of Awards, the exercise of Options and SARs, and the obligations of the Company hereunder (including those to pay cash or to deliver, sell or accept the surrender of any of its Shares or other securities) shall be subject to all Applicable Laws. In the event that any Shares are not registered under any Applicable Law prior to the required delivery of them pursuant to Awards, the Company may require, as a condition to their issuance or delivery, that the persons to whom the Shares are to be issued or delivered make any written representations and warranties (such as that such Shares are being acquired by the Participant for investment for the Participant’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares) that the Committee may reasonably require, and the Committee may in its sole discretion include a legend to such effect on the certificates representing any Shares issued or delivered pursuant to the Plan.

(b) Black-out Periods. Notwithstanding any contrary terms within the Plan or any Award Agreement, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of any Option or SAR, as well as the settlement of any Award, with respect to any or all Participants (including those whose Continuous Service has ended) to the extent that the Committee determines that doing so is either desirable or required in order to comply with applicable securities laws, provided that, if any blackout period occurs, the term of any Option or SAR shall not expire until the earlier of (i) 30 days after the blackout period ends or (ii) the Option’s or SAR’s expiration date but only if within 30 days thereafter the Company makes a cash payment to each affected Participant in an amount equal to the value of the Option or SAR (as determined by the Committee) immediately before its expiration to the extent then vested and exercisable.

(c) No Shareholder Rights. Neither a Participant nor any transferee of a Participant shall have any rights as a shareholder of the Company with respect to any Shares underlying any Award until the date of issuance of a share certificate to a Participant or a transferee of a Participant for such Shares in accordance with the Company’s governing instruments and Applicable Law. Prior to the issuance of Shares pursuant to an Award, a Participant shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the Shares underlying the Award, notwithstanding its exercise in the case of Options and SARs. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the date the stock certificate is issued, except as otherwise specifically provided for in this Plan.

(d) Local Law Adjustments and Sub-plans. To facilitate the making of any grant of an Award under this Plan, the Committee may adopt rules and provide for such special terms for Awards to Participants who are located within the United States, foreign nationals, or who are employed by the Company or any Affiliate outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Without limiting the foregoing, the Company is specifically authorized to adopt rules and procedures regarding the conversion of local currency, taxes, withholding procedures and handling of stock certificates which vary with the customs and requirements of particular countries. The Company may adopt sub-plans and establish escrow accounts and trusts, and settle Awards in cash in lieu of shares, as may be appropriate, required or applicable to particular locations and countries.

15. Termination, Rescission and Recapture of Awards .

(a) Each Award under the Plan is intended to align the Participant’s long-term interests with those of the Company. Accordingly, to the extent expressly provided in an Award Agreement, the Company may terminate any outstanding, unexercised, unexpired, unpaid, or deferred Awards (“ Termination ”), rescind any exercise, payment or delivery pursuant to the Award (“ Rescission ”), or recapture any Shares (whether restricted or unrestricted) or proceeds from the Participant’s sale of Shares issued pursuant to an Award (“ Recapture ”), if the Participant, during his or her Continuous Service or within one year after the termination of his or her Continuous Service, engages in activity which: (i) constitutes a material breach of the terms of any applicable patent, proprietary information, confidentiality, non-disclosure, intellectual property, secrecy or other similar agreement between the Participant and the Company or any of its Affiliates; (ii) constitutes the breach of the terms of any non-solicitation, non-competition or similar agreement between the Participant and the Company or any of its Affiliates; or (iii) is materially prejudicial to the interests of the Company and constitutes a breach of a fiduciary duty to the Company or its Affiliates.

(b) Within ten days after receiving notice from the Company of any such activity described in subclauses (i), (ii) or (iii) in Section 15(a) above, the Participant shall deliver to the Company the Shares acquired pursuant to the Award, or, if Participant has sold the Shares, the gain realized, or payment received as a result of the rescinded exercise, payment, or delivery; provided, that if the Participant returns Shares that the Participant purchased pursuant to the exercise of an Option (or the gains realized from the sale of such Shares), the Company shall promptly refund the exercise price, without interest, that the Participant paid for the Shares. Any payment by the Participant to the Company pursuant to this Section shall be made either in cash or by returning to the Company the number of Shares that the Participant received in connection with the rescinded exercise, payment, or delivery.

(c) Notwithstanding the foregoing provisions of this Section 15, the Company has sole and absolute discretion not to require Termination, Rescission and/or Recapture, and its determination not to require Termination, Rescission and/or Recapture with respect to any particular act by a particular Participant or particular Award shall not in any way reduce or eliminate the Company’s authority to require Termination, Rescission and/or Recapture with respect to any other act or Participant or Award. Nothing in this Section shall be construed to impose obligations on the Participant to refrain from engaging in lawful competition with the Company after the termination of employment that does not violate subclauses (i), (ii) or (iii) of Section 15(a) above.

(d) All administrative and discretionary authority given to the Company under this Section shall be exercised by such person or committee (including without limitation the Committee) as the Committee may designate from time to time.

(e) If any provision within this Section 15 is determined to be unenforceable or invalid under any Applicable Law, such provision will be applied to the maximum extent permitted by Applicable Law, and shall automatically be deemed amended in a manner consistent with its objectives and any limitations required under Applicable Law. Notwithstanding the foregoing, but subject to any contrary terms expressly set forth in any Award Agreement, this Section 15 shall not be applicable to any Participant from and after his or her termination of Continuous Service after a Change in Control.

16. Recoupment of Awards . To the extent expressly provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company’s shareholders or of any Participant, require that a Participant reimburse the Company for all or any portion of any Awards granted to him or her under this Plan (“ Reimbursement ”), or the Committee may require the Termination or Rescission of, or the Recapture associated with, any Award, if and to the extent—

(a) the granting, vesting, or payment of such Award (or portion thereof) was predicated upon the achievement of certain financial results;

(b) in the Committee’s view the Participant engaged in fraud or misconduct that caused a calculation that later proves to be materially inaccurate or partially caused the need for a material financial restatement by the Company or any Affiliate; and

(c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section.

In each instance, the Committee may, to the extent practicable and allowable under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant.

17. Administration of the Plan . The Committee shall administer the Plan in accordance with its terms, provided that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings at such times and places as it may determine and shall make such rules and regulations for the conduct of its business as it deems advisable. In the absence of a duly appointed Committee, the Board shall function as the Committee for all purposes of the Plan.

(a) Committee Composition . The Board shall appoint the members of the Committee. If and to the extent permitted by Applicable Law, the Committee may authorize one or more executive officers to make Awards to Eligible Persons other than themselves. The Board may at any time appoint additional members to the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused.

(b) Powers of the Committee . Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion:

(i) to grant Awards and to determine Eligible Persons to whom Awards shall be granted from time to time, and the number of Shares, units, or dollars to be covered by each Award;

(ii) to determine, from time to time, the Fair Market Value of Shares;

(iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including any applicable exercise or purchase price, the installments and conditions under which an Award

shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and other restrictions and limitations;

(iv) to approve the forms of Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants;

(v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend, and rescind rules and procedures relating to the Plan and its administration;

(vi) to the extent consistent with the purposes of the Plan and without amending the Plan, to modify, to cancel, or to waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign law, tax policies, or customs;

(vii) in the event that the Company establishes for itself, or uses the services of a third party to establish, an automated system for the documentation, granting, settlement, or exercise of Award, such as a system using an internet website or interactive voice response, to implement paperless documentation, granting, settlement, or exercise of Awards by a Participant may be permitted through the use of such an automated system; and

(viii) to make all interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes.

Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Directors or Employees.

(c) Action by Committee . Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by an officer or other employee of the Company or any Affiliate, the Company’s independent certified public accounts, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

(d) Deference to Committee Determinations . The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, and all determination the Committee makes pursuant to the Plan shall be final, binding, and conclusive. The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.

(e) No Liability; Indemnification . Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to administering or interpreting the Plan, any Award or any Award Agreement on behalf of the Company. The Company and its Affiliates shall pay or reimburse any member of the Committee, as well as any Director, Employee, or Consultant who in good faith takes action on behalf of the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of the Plan. The Company and its Affiliates may, but shall not be required to, obtain liability insurance for this purpose.

18. Governing Law . The terms of this Plan shall be governed by the laws of the State of Delaware, without regard to its conflicts of law rules.

19. Plan Termination or Amendment .

If not sooner terminated by the Board, this Plan shall terminate at the close of business on the date ten years after its effective date as determined under Section 1(a) above. No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 13 above) unless such change is authorized by the shareholders of the Company. A termination or amendment of the Plan shall not, without the consent of the Participant, adversely and materially affect a Participant’s rights under an Award previously granted to him or her. Notwithstanding the foregoing, the Committee may amend the Plan to comply with changes in tax or securities laws or regulations, or in the interpretation thereof. Furthermore, the Board may not amend the Plan without shareholder approval to allow for either (i) a “repricing” within the meaning of federal securities laws applicable to proxy statement disclosures, except a repricing in connection with a Change in Control or which is otherwise approved by the shareholders, or (ii) the cancellation of an outstanding Option or SAR whose exercise price is greater than Fair Market Value at the time of cancellation for the purpose of reissuing the Option or SAR to the Participant at a lower exercise price, granting a replacement award of a different type or in exchange for a cash payment, except a cancellation and reissuance, grant of a replacement award or cash payment in connection with a Change in Control.

20. Relationship to other Benefits . No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

21. Expenses . The expenses of administering the Plan shall be borne by the Company and its Affiliates.

Great American Group, Inc.

2009 Stock Incentive Plan

Appendix I: Definitions

As used in the Plan, the following terms have the meanings indicated when they begin with initial capital letters within the Plan:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

“ Applicable Law ” means the legal requirements relating to the administration of options and share-based plans under any applicable laws of the United States, any other country, and any provincial, state, or local subdivision, any applicable stock exchange or automated quotation system rules or regulations, as such laws, rules, regulations and requirements shall be in place from time to time.

“ Award ” means any award made pursuant to the Plan, including awards made in the form of an Option, a SAR, a Restricted Share, a RSU, an Unrestricted Share, a DSU, or a Performance Award, or any combination thereof, whether alternative or cumulative.

“ Award Agreement ” means any document, whether in writing or through an electronic medium, setting forth the terms of an Award that has been authorized by the Committee. The Committee shall determine the form or forms of documents to be used, and may change them from time to time for any reason, including different documents as may be appropriate or applicable for particular locations and countries.

“ Beneficiary ” means the person or entity designated by the Participant, in a form approved by the Company, to exercise the Participant’s rights with respect to an Award or receive payment or settlement under an Award after the Participant’s death.

“ Board ” means the Board of Directors of the Company.

“ Cause ” will have the meaning set forth in any employment agreement between the Company or any of its Affiliate and the Participant then in effect. In the absence of such an agreement, “Cause” will exist if the Participant is terminated from employment or other service with the Company or an Affiliate for any of the following reasons: (i) the Participant’s willful failure to substantially perform his or her duties and responsibilities to the Company or deliberate violation of a material Company policy; (ii) the Participant’s commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Participant’s material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful and material breach of any of his or her obligations under any written agreement or covenant with the Company. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted herein to include any Affiliate or successor thereto, if appropriate.

“ Change in Control ” shall be deemed to have occurred if:

(i) a sale, transfer, or other disposition of all or substantially all of the assets and properties of the Company is closed or consummated;

(ii) any “person,” “entity” or “group” (within the meaning of Section 13(d)(3) and 14(d)(2)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company or any majority owned subsidiary of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities that have the right to vote in the election of directors generally; provided, however, that the following shall not constitute a “Change in Control” for purposes of this subclause (ii):

(A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or

(B) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company;

(iii) during any period of two consecutive years during the term of the Plan, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period but excluding any director whose initial assumption of office occurred as a result of an actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of the Company; or

(iv) the shareholders of the Company approve a plan or proposal of liquidation of the Company, or a merger, reorganization, or consolidation involving the Company is closed or consummated, other than a merger, reorganization, or consolidation in which holders of the combined voting power of the Company’s then outstanding securities that have the right to vote in the election of directors generally immediately prior to such transaction own, either directly or indirectly, fifty percent (50%) or more of the combined voting power of the securities entitled to vote in the election of directors generally of the merged, reorganized or consolidated entity (or its parent company) immediately following such transaction in substantially the same proportions among such holders as immediately prior to such transaction.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 17 above. With respect to any decision involving an Award intended to satisfy the requirements of Section 162(m) of the Code, the Committee shall consist of two or more Directors of the Company who are “outside directors” within the meaning of Section 162(m) of the Code. With respect to any decision relating to a Reporting Person, the Committee shall consist of two or more directors who are “non-employee directors” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board or its successor.

“ Company ” means Great American Group, Inc., a Delaware corporation; provided, however, that in the event the Company reincorporates to another jurisdiction, all references to the term “Company” shall refer to the Company in such new jurisdiction.

“ Consultant ” means any person (other than an Employee or Director), including an advisor, who is engaged by the Company or any Affiliate to render services and is compensated for such services.

“ Continuous Service ” means a Participant’s period of service in the absence of any interruption or termination, as an Employee, Director, or Consultant. Continuous Service shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted

from time to time; (iv) changes in status from Director to advisory director or emeritus status; or (v) transfers between locations of the Company or between the Company and its Affiliates. Changes in status between service as an Employee, Director, and a Consultant will not constitute an interruption of Continuous Service if the individual continues to perform bona fide services for the Company. The Committee shall have the discretion to determine whether and to what extent the vesting of any Awards shall be tolled during any paid or unpaid leave of absence; provided, however, that in the absence of such determination, vesting for all Awards shall be tolled during any such unpaid leave (but not for a paid leave).

“ Deferred Share Units ” or “ DSUs ” mean Awards pursuant to Section 8 of the Plan.

“ Director ” means a member of the Board, or a member of the board of directors of an Affiliate.

“ Disabled ” shall have the meaning set forth in any employment agreement between the Company or any of its Affiliates and the Participant then in effect (and shall include the term “Disability” if that term is so defined in such employment agreement). In the absence of such an agreement, “Disabled” shall mean a condition under which a Participant —

(i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, received income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Company or an Affiliate of the Company.

“ Eligible Person ” means any Consultant, Director, or Employee and includes non-Employees to whom an offer of employment has been or is being extended.

“ Employee ” means any person whom the Company or any Affiliate classifies as an employee (including an officer) for employment tax purposes, whether or not that classification is correct. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

“ Employer ” means the Company and each Affiliate that employs one or more Participants.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” as of any date (the “Determination Date”) means: (i) the closing price of a Share on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Select Market (collectively, the “Exchange”) on the Determination Date, or, if shares were not traded on the Determination Date, then on the nearest preceding trading day during which a sale occurred; or (ii) if such stock is not traded on the Exchange but is otherwise traded in the over-the-counter market, the mean between the representative bid and asked prices for a Share on the Determination Date; or (iii) if subsections (i) or (ii) do not apply, the fair market value of a Share established in good faith by the Board or the Committee based on relevant facts and circumstances.

“ Grant Date ” means the later of (i) the date designated as the “Grant Date” within an Award Agreement, and (ii) date on which the Committee determines the key terms of an Award, provided that as soon as reasonably practical thereafter the Committee both notifies the Eligible Person of the Award and enters into an Award Agreement with the Eligible Person.

“ Incentive Stock Option ” or “ ISO ” means, an Option that qualifies for favorable income tax treatment under Code Section 422.

“ Involuntary Termination ” shall mean, to the extent there is an employment agreement between the Company or any of its Affiliates and a Participant then in effect and subject to the terms of such employment agreement, a termination of a Participant’s employment on or after a Change in Control (i) by the Participant for “Good Reason” (as defined in any such employment agreement), or (ii) by the Company or its Affiliates without cause or other than upon death or disability which termination entitles such Participant to accelerated or extended severance benefits pursuant to his or her employment agreement. In the absence of such an agreement, “Involuntary Termination” means a termination of a Participant’s Continuous Service under the following circumstances occurring on or after a Change in Control: (i) termination without Cause by the Company or an Affiliate or successor thereto, as appropriate; or (ii) voluntary termination by the Participant, if: (1) the Participant voluntarily terminates Continuous Service within 60 days of one of the following conditions arising without the Participant’s consent: (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment to a substantially similar position shall constitute a material reduction in job responsibilities; (B) an involuntary relocation of the Participant’s work site to a facility or location more than 25 miles from the Participant’s principal work site at the time of the Change in Control; or (C) a material reduction in Participant’s total compensation other than as part of an reduction by the same percentage amount in the compensation of all other similarly-situated Employees or Directors; (2) the Participant gives the Company or an Affiliate written notice of the existence of one or more of the conditions listed in (A) through (C) within ten days of the initial existence of the condition; and (3) the Company or Affiliate fails to cure such condition within 30 days following receipt of such written notice by the Participant.

“ Non-ISO ” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Award Agreement.

“ Option ” means a right to purchase Shares granted under the Plan, at a price determined in accordance with the Plan.

“ Participant ” means any Eligible Person who holds an outstanding Award.

“ Performance Awards ” mean Awards granted pursuant to Section 9.

“ Performance Unit ” means an Award granted pursuant to Section 9(a) of the Plan which may be paid in cash, in Shares, or such combination of cash and Shares as the Committee in its sole discretion shall determine.

“ Person ” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or organizational entity.

“ Plan ” means this Great American Group, Inc. 2009 Stock Incentive Plan (including the Appendices hereto).

“ Recapture ” and “ Rescission ” have the meaning set forth in Section 15 of the Plan.

“ Reimbursement ” has the meaning set forth in Section 16 of the Plan.

“ Reporting Person ” means an Employee, Director, or Consultant who is subject to the reporting requirements set forth under Rule 16b-3.

“ Restricted Share ” means a Share awarded with restrictions imposed under Section 7.

“ Restricted Share Unit ” or “ RSU ” means a right granted to a Participant to receive Shares or cash upon the lapse of restrictions imposed under Section 7.

“ Retirement ” means a Participant’s termination of employment after age 65.

“ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

“ Share ” means an ordinary share, no par value, of the Company, as adjusted in accordance with Section 13 of the Plan.

“ SAR ” or “ Share Appreciation Right ” means a right to receive amounts awarded under Section 6.

“ Ten Percent Holder ” means a person who owns (within the meaning of Code Section 422) stock representing more than ten percent (10%) of the combined voting power of all classes of stock of the Company.

“ Unrestricted Shares ” mean Shares awarded without restrictions pursuant to Section 7 of the Plan.

“ Withholding Taxes ” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with any Award.

Great American Group, Inc.

2009 Stock Incentive Plan

(formerly the Alternative Asset Management Acquisition Corp. 2009 Stock Incentive Plan)

As approved by the Board of Directors of Alternative Asset Management Acquisition Corp. on May 12, 2009 and by the shareholders of Alternative Asset Management Acquisition Corp. on July 31, 2009 and as assumed by Great American Group, Inc. on July 31, 2009.

Exhibit 99.1

ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

ANNOUNCES THE CLOSING OF THE BUSINESS COMBINATION

WITH GREAT AMERICAN

New York, NY – August 3, 2009 — Alternative Asset Management Acquisition Corp. (“AAMAC”) (NYSE Amex: AMV) announced today that the business combination with Great American Group, LLC (“Great American”) was consummated on July 31, 2009.

In accordance with the terms of the transaction, each outstanding share of AAMAC common stock now represents 2.0 shares of common stock of Great American Group, Inc. (“GA”) and each outstanding AAMAC warrant now represents a GA warrant exercisable for one share of GA common stock, which warrants are not exercisable during the 90-day period following the consummation of the transaction. The units of AAMAC were separated into the component common stock and warrant, each of which participated in the transaction as described. In addition, AAMAC and Great American became wholly-owned subsidiaries of GA. After July 31, 2009, the units, common stock and warrants of AAMAC will no longer trade on the NYSE Amex. The common stock and warrants of GA are expected to commence trading on the OTC Bulletin Board under the symbols “GAMR” and “GAMRW,” respectively, on August 3, 2009, or as soon thereafter as practicable.

A total of approximately 11,836,425 shares issued in AAMAC’s initial public offering were cast at the annual meeting of stockholders in opposition to the business combination with Great American and elected to be converted into a pro rata portion of the proceeds from AAMAC’s initial public offering held in trust, representing less than 30% of the shares issued in the AAMAC initial public offering.

About Alternative Asset Management Acquisition Corp.

AAMAC is a blank check company which was formed in 2007 for the purpose of acquiring through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses or assets. AAMAC’s initial public offering was consummated on August 7, 2007 and it received net proceeds of $397,560,377 through the sale of 41.4 million units, including 5.4 million units pursuant to the underwriters’ over-allotment option, at $10.00 per unit. Each unit is comprised of one share of AAMAC common stock and one warrant with an exercise price of $7.50. As of July 8, 2009, AAMAC held approximately $407.8 million (or approximately $9.84 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the transaction.

About Great American Group, Inc.

GA is a leading provider of asset disposition solutions and valuation and appraisal services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms.

Forward Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These forward-looking statements include outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking

statements may include statements relating to the benefits of the transaction; the future financial performance of GA following the transaction; the growth of the market for GA’s services; expansion plans and opportunities; consolidation in the market for GA’s services generally; and other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (1) difficulties encountered in integrating the merged companies; (2) success in retaining or recruiting, or changes required in, GA’s officers, key employees or directors following the transaction; (3) listing or delisting of AAMAC’s securities from the NYSE Amex or the ability to have GA’s securities listed on the Nasdaq Capital Market following the transaction; (4) the potential liquidity and trading of AAMAC’s and GA’s public securities; (5) GA’s revenues and operating performance; (6) changes in overall economic conditions; (7) anticipated business development activities of GA’s following the transaction; (8) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); (9) the note issued in connection with the transaction (the “Note”) is in favor of certain parties related to GA and their interests may differ from those of GA’s securityholders; (10) GA’s obligations pursuant to the Note may negatively affect GA’s financial position and results of operations; (11) GA’s obligations pursuant to the Note may reduce GA’s ability to pursue future liquidation engagements and other business opportunities; (12) GA’s obligations pursuant to the Note may increase GA’s need for additional sources of financing in the future and there can be no assurance that GA will be able to obtain any additional financing on commercially reasonable terms, if at all; (13) if GA is unable to satisfy its obligations under the Note on or prior to the maturity date, there can be no assurance that GA will be able to refinance the Note on commercially reasonable terms, if at all; and (14) other risks referenced from time to time in AAMAC’s and GA’s filings with the SEC and those factors listed in the Definitive Proxy Statement/Prospectus dated as of July 20, 2009 under “ Risk Factors ”. None of AAMAC, Great American or GA assumes any obligation to update the information contained in this release.

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Contact:

Alternative Asset Management Acquisition Corp.

Contact: Chris Tofalli

Chris Tofalli Public Relations, LLC

(914) 834-4334

chris@tofallipr.com

Great American Group, Inc.

Contact: Laura Wayman

847-444-1400 ext 312

lwayman@greatamerican.com