Escrow Period 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.
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.