Inventory Adjustment from 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.
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 Companys 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).