Term Sheet Halcyon Management Group LLC Operating AgreementOperating Agreement • March 17th, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks
-------------------------------------------------------------------------------- Parties o Halcyon Management Group LLC ("Halcyon" or the "Company"), Alternative Asset Management Acquisition Corp., ("AAMAC"), Partner Vehicle, Employee Vehicle -------------------------------------------------------------------------------- Form of Company o Delaware limited liability company -------------------------------------------------------------------------------- Economics -------------------------------------------------------------------------------- Classes of Interests o Halcyon shall have three classes of interests: Class A Interests, Class B Interests and Class C Profits Interests. Initially, Partner Vehicle shall hold Class A Interests and Class B Interests, and Employee Vehicle shall hold Class C Profits Interests. Class A Interests and Class B Interests shall be unitized so that each Class A Interest and Class B Interest has equivalent economic value, other than as specified herein. At
Exhibit 4.4 FORM OF WARRANT AGREEMENT ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.Warrant Agreement • July 27th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ________________, 2007, by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Exhibit 10.10 Rule 10b5-1 Stock Purchase Plan This Rule 10b5-1 Stock Purchase Plan (this " Purchase Plan"), is entered into on ______, 2007 by and between Citigroup Global Markets Inc. ("Citi" or "Broker"), Alternative Asset Management Acquisition...Alternative Asset Management Acquisition Corp. • July 16th, 2007 • Blank checks
RECITALSIndemnity Agreement • July 27th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • Delaware
Page ---- ARTICLE I DEFINITIONS....................................................... 1 Section 1.1 Defined Terms........................................... 1 Section 1.2 Rules of Construction................................... 2 ARTICLE II PURCHASE...Purchase Agreement • March 17th, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
Exhibit 10.5 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2007 by and between Alternative Asset Management Acquisition Corp., a Delaware corporation ("Company") and Continental Stock Transfer & Trust...Investment Management Trust Agreement • July 16th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
EXHIBIT 10.2 FOUNDERS' VOTING AND SUPPORT AGREEMENT --------------------------------------Voting and Support Agreement • March 17th, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
Term Sheet Exchange and Support AgreementAlternative Asset Management Acquisition Corp. • March 17th, 2008 • Blank checks
-------------------------------------------------------------------------------- Parties o Alternative Asset Management Acquisition Corp. ("AAMAC"), Halcyon Management Group LLC ("Halcyon"), Partner Vehicle -------------------------------------------------------------------------------- Exchanges -------------------------------------------------------------------------------- Exchange Notice o Partner Vehicle(1) may at any time deliver to Halcyon a notice (an "Exchange Notice") specifying the number of Class B Interests of Halcyon that it wishes to exchange (the "Exchange Amount").
FORM OF WARRANT AGREEMENT] ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • July 9th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 9th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
This Stock Purchase Agreement (as it may from time to time be amended, this “Agreement”), dated as of July 2, 2007, is made and entered into by and among Jakal Investments, LLC, an Illinois limited liability company (“Seller”) and Frederick Kraegel (“Buyer”). Certain capitalized terms are defined on Schedule A to this Agreement.
HANOVER-STC ACQUISITION CORP. SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2007 • Hanover-STC Acquisition Corp. • New York
THIS SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement“), dated as of March 23, 2007, is entered into by and among Hanover-STC Acquisition Corp, a Delaware corporation (the “Company“) and the purchasers listed in Schedule A hereto (each a “Purchaser“ and collectively, the “Purchasers“).
Right of First Review Agreement for Alternative Asset Management Acquisition Corp.Alternative Asset Management Acquisition Corp. • July 9th, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
Term SheetAamac Stockholders Agreement • March 17th, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks
Alternative Asset Management Acquisition Corp.Alternative Asset Management Acquisition Corp. • May 14th, 2009 • Blank checks
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 15th, 2007 • Hanover-STC Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2007 by and between Hanover-STC Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
VOTING AGREEMENTVoting Agreement • May 14th, 2009 • Alternative Asset Management Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of May 14, 2009, by and between Alternative Asset Management Acquisition Corp., a Delaware corporation (“AAMAC”), Great American Group, Inc., a Delaware corporation and wholly-owned subsidiary of AAMAC (“Holdco”), Great American Group, LLC, a California limited liability company (“GALLC”), and each undersigned stockholder of AAMAC (each a “Stockholder” and collectively, the “Stockholders”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 8 shall have the meaning given to such terms in the Reorganization Agreement (as defined below).
20,000,000 Units(1) Common Stock WarrantsAlternative Asset Management Acquisition Corp. • July 16th, 2007 • Blank checks • New York
AGREEMENTAgreement • July 30th, 2009 • Alternative Asset Management Acquisition Corp. • Services-business services, nec • New York
THIS AGREEMENT (this “Agreement”), dated as of July 30, 2009, is made by and among ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP., a Delaware corporation (“AMV”), and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager (“Victory Park”).
AGREEMENT AND PLAN OF REORGANIZATION 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...Agreement and Plan of Reorganization • May 14th, 2009 • Alternative Asset Management Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of May 14, 2009 by and among Alternative Asset Management Acquisition Corp., a Delaware corporation (“Parent”), Great American Group, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), AAMAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), Great American Group, LLC, a California limited liability company (the “Company”), Andrew Gumaer and Harvey Yellen (each a “Member” and, collectively, the “Members”), and the representative of the Company and each Contribution Consideration Recipient (as hereafter defined) (the “Member Representative”). Parent, Holdco, Merger Sub, the Company, the Members and the Member Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2009 • Alternative Asset Management Acquisition Corp. • Services-business services, nec • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this day of July, 2009 between Alternative Asset Management Acquisition Corp., a Delaware corporation (“Buyer” or “AAMAC”), and the signatory on the execution page hereof (“Seller”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 23rd, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is entered into as of June 23, 2008 by and among ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP., a Delaware corporation (“AAMAC”), HALCYON MANAGEMENT GROUP LLC, a Delaware limited liability company (“Halcyon”), HALCYON PARTNERS LP, a Delaware limited partnership (“Halcyon Partner Vehicle”), HALCYON EMPLOYEES LP, (solely in its capacity as “Halcyon Representative”), HALCYON ASSET MANAGEMENT LLC, HALCYON OFFSHORE ASSET MANAGEMENT LLC, HALCYON ASSET-BACKED ADVISORS LP AND HALCYON LOAN INVESTORS LP (together with Halcyon, Halcyon Partner Vehicle and Halcyon Representative, the “Halcyon Parties”). AAMAC and the Halcyon Parties are hereinafter collectively referred to as the “Parties”.
Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35th Floor New York, New York 10022Alternative Asset Management Acquisition Corp. • July 9th, 2007 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP. AMENDED AND RESTATED SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 6, 2007, is entered into by and among Alternative Asset Management Acquisition Corp, a Delaware corporation (the “Company”) and the purchasers listed in Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).
FORM OF ESCROW AGREEMENT]Form of Escrow Agreement • March 27th, 2007 • Hanover-STC Acquisition Corp. • New York
ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement“), by and among HANOVER-STC ACQUISITION CORP., a Delaware corporation (“Company“), HANOVER OVERSEAS LIMITED, STC INVESTMENT HOLDINGS LLC, SOLAR CAPITAL, LLC, DAVID HAWKINS, STEVEN A. SHENFELD, BRADFORD R. PECK, and JAKAL INVESTMENTS, LLC (collectively “Initial Stockholders”) and [CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation] (“Escrow Agent”).
HANOVER-STC ACQUISITION CORP.Hanover-STC Acquisition Corp. • May 15th, 2007 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Hanover-STC Acquisition Corp. (“HAC”) and continuing until the earlier of (i) the consummation by HAC of a “Business Combination” or (ii) HAC’s liquidation (in each case as described in HAC’s IPO prospectus) (such earlier date hereinafter referred to as the “Termination Date”), Hanover Group US shall make available to HAC certain office space, utilities and secretarial support as may be required by HAC from time to time, located at [___________________] (or any successor location). In exchange therefor, HAC shall pay Hanover Group US the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. In connection herewith Hanover Group US has executed a waiver substantially in the form of Exhibit [_] to the underwriting agreement executed by HAC in connect
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • July 9th, 2007 • Alternative Asset Management Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP., a Delaware corporation (“Company”), HANOVER OVERSEAS LIMITED, STC INVESTMENT HOLDINGS LLC, SOLAR CAPITAL, LLC, DAVID HAWKINS, STEVEN A. SHENFELD, BRADFORD R. PECK, FREDERICK KRAEGEL, MARK KLEIN, and JAKAL INVESTMENTS, LLC (collectively “Initial Stockholders”) and [CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation] (“Escrow Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 27th, 2007 • Hanover-STC Acquisition Corp. • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of February 25, 2007, is made and entered into by and between Hanover-STC Acquisition Corp., a Delaware corporation (the “Company”), and Jakal Investments, LLC, an Illinois limited liability company (the “Buyer”). Certain capitalized terms are defined in Article I of this Agreement.
