Subscription Agreement
As
of January 4, 2008
To
the
Board of Directors of
Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase 7,825,000 Warrants
(“Insider Warrants”) at $1.00 per Insider Warrant, each to purchase one share of
common stock, par value $0.0001 per share, of Global Alternative Asset
Management, Inc. (the “Corporation”) at $7.50 per share for an aggregate
purchase price of $7,825,000 (“Purchase Price”). The purchase and issuance of
the Insider Warrants shall occur simultaneously with the consummation of the
Corporation’s initial public offering of securities (“IPO”) which is being
underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Warrants will be
sold to the undersigned on a private placement basis and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest
bearing account until the Corporation consummates the IPO. Simultaneously with
the consummation of the IPO, GM shall deposit the Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the
Corporation for the benefit of the Corporation’s public stockholders as
described in the Corporation’s Registration Statement, pursuant to the terms of
an Investment Management Trust Agreement to be entered into between the
Corporation and Continental Stock Transfer & Trust Company. In the event
that the IPO is not consummated within 14 days of the date the Purchase Price
is
delivered to GM, GM shall return the Purchase Price to the undersigned, without
interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants (including the underlying shares of common stock) have not been
registered under the Securities Act; that it is acquiring the Insider Warrants
for his account for investment purposes only; that it has no present intention
of selling or otherwise disposing of the Insider Warrants in violation of the
securities laws of the United States; that it is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”); and that it is familiar with the
proposed business, management, financial condition and affairs of the
Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) meeting the requirements set
forth in the Registration Statement and acknowledges that the certificates
for
such Insider Warrants shall contain a legend indicating such restriction on
transferability.
The
Company hereby acknowledges and agrees that in the event the Company calls
the
Warrants for redemption pursuant to that certain Warrant Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company in
connection with the Company’s IPO, the Insider Warrants will be exercisable on a
cashless basis so long as such Insider Warrants are held by the undersigned
or
his affiliates.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
EBC.
| Very truly yours, | ||
| FORTUNE MANAGEMENT, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxx | |
|
Name: Xxxx Xxxxxx |
||
| Title: Chief Executive Officer | ||
| Agreed to: | ||||
| Global Alternative Asset Management, Inc. | ||||
| By: | /s/ Xxxxxx X. Xxxx | |||
|
Name: Xxxxxx X. Xxxx |
||||
| Title: Chief Executive Officer | ||||
| Xxxxxxxx Xxxxxx | ||||
| By: | /s/ Xxxxx Xxxx Xxxxxx | |||
|
Name: Xxxxx Xxxx Xxxxxx |
||||
| Title: Managing Partner | ||||
| EarlyBirdCapital, Inc. | ||||
| By: | /s/ Xxxxxx Xxxxxx | |||
|
Name: Xxxxxx Xxxxxx |
||||
| Title: Managing Director | ||||
