Restrictions on Transfer 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.
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 Recipients immediate family or to a trust or other entity, the beneficiary of which is a GA Recipient or a member of a GA Recipients 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 transferees 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 Members 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.