STOCK ESCROW AGREEMENT
STOCK
ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among
GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC., a Delaware corporation (“Company”),
FORTUNE MANAGEMENT, INC., XXXXXX X. XXXX, J. XXXX XXXXXX, XXXXXX X. XXXXXXXX,
XXXXXXX XXXXXXX, XXXXXX XXXXXX and PHILIPPE CHARQUET (collectively “Initial
Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a
New York corporation (“Escrow
Agent”).
WHEREAS,
the Company has entered into an Underwriting Agreement, dated _________, 2007
(“Underwriting Agree-ment”), with EarlyBirdCapital, Inc. (“EBC”) acting as
representative of the several underwriters (collectively, the “Underwriters”),
pur-suant to which, among other matters, the Underwriters have agreed to
purchase 20,000,000 units (“Units”) of the Company. Each Unit consists of one
share of the Company’s common stock, par value $.0001 per share (“Common
Stock”), and one warrant, each full warrant to purchase one share of Common
Stock, all as more fully described in the Company’s final Prospectus, dated
_______, 2007 (“Prospectus”) com-prising part of the Company’s Registration
Statement on Form S-1 (File No. 333-146899) under the Securities Act
of 1933, as amended (“Registration Statement”), declared effective on
__________, 2007 (“Effective Date”).
WHEREAS,
the Initial Stockholders have agreed as a condition of the sale of the Units
to
deposit their shares of Common Stock of the Company, as set forth opposite
their
respective names in Exhibit A attached hereto (collec-tively “Escrow Shares”),
in escrow as hereinafter provided.
WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept
the
Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.
IT
IS
AGREED:
1. Appointment
of Escrow Agent.
The
Company and the Initial Stockholders hereby appoint the Escrow Agent to act
in
accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.
2. Deposit
of Escrow Shares.
On or
before the Effective Date, each of the Initial Stockholders shall deliver to
the
Escrow Agent certificates representing his, her or its respective Escrow Shares,
to be held and disbursed subject to the terms and conditions of this Agree-ment.
Each Initial Stockholder acknowledges that the certi-ficate representing his,
her or its Escrow Shares is legended to reflect the deposit of such Escrow
Shares under this Agreement.
3. Disbursement
of the Escrow Shares.
The
Escrow Agent shall hold the Escrow Shares until one year after the consummation
of a Business Combination (as defined in the Registration Statement) (“Escrow
Period”), on which date it shall, upon written instructions from each Initial
Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
applicable stock power) to such Initial Stockholder; pro-vided, however, that
if
the Underwriters do not exercise their over-allotment option to purchase an
additional 3,000,000 Units of the Company (as described in the Prospectus),
the
Initial Stockholders agree that the Escrow Agent shall return to the Company
for
cancellation, at no cost, the number of Escrow Shares held by Fortune
Management, Inc. determined by multiplying (a) the product of (i) 750,000,
multiplied by (ii) a fraction, (x) the numerator of which is the number of
Escrow Shares held by Fortune Management, Inc., and (y) the denominator of
which
is the total number of Escrow Shares, by (b) a fraction, (i) the numerator
of
which is 3,000,000 minus the number of shares of Common Stock purchased by
the
Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,000,000; provided further, however, that if the Escrow
Agent is notified by the Company pursuant to Section 6.7 hereof that the Company
is being liquidated at any time during the Escrow Period, then the Escrow Agent
shall promptly destroy the certificates representing the Escrow Shares;
provided, further, however, that if
the Company consummates a Business Combination in which holders of more than
20%
of the shares sold in the IPO exercise their conversion rights (as described
more fully in the Prospectus), the Initial Stockholders agree that the Escrow
Agent shall return to the Company for cancellation a number of Escrow Shares
held by them so that the Initial Stockholders will collectively own no more
than
23.81% of the Company's outstanding Common Stock upon consummation of such
Business Combination (without giving effect to any shares that may be issued
in
the Business Combination). If the Escrow Agent is notified by the Company
pursuant to Section 6.7 hereof that the Company is being liquidated at any
time
during the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Shares; provided
further, however, that if, after the Company consummates a Business Combination
(as such term is defined in the Registration Statement), it (or the surviving
entity) subsequently consummates a liquidation, merger, stock exchange or other
similar transaction which results in all of the stockholders of such entity
having the right to exchange their shares of Common Stock for cash, securities
or other property, then the Escrow Agent will, upon receipt of a certificate,
executed by the Chairman of the Board, Chief Executive Officer or other
authorized officer of the Company, in form reasonably acceptable to the Escrow
Agent, that such transaction is then being consummated or such conditions have
been achieved, as applicable, release the Escrow Shares to the Initial
Stockholders. The Escrow Agent shall have no further duties hereunder after
the
disbursement or destruction of the Escrow Shares in accordance with this
Section 3.
4. Rights
of Initial Stockholders in Escrow Shares.
4.1 Voting
Rights as a Stockholder.
Subject
to the terms of the Insider Letter described in Section 4.4 hereof and except
as
herein provided, the Initial Stockh-olders shall retain all of their rights
as
stock-holders of the Company during the Escrow Period, includ-ing, without
limitation, the right to vote such shares.
4.2 Dividends
and Other Distributions in Respect of the Escrow Shares.
During
the Escrow Period, all dividends payable in cash with respect to the Escrow
Shares shall be paid to the Initial Stockholders, but all dividends payable
in
stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
the Escrow Agent to hold in accordance with the terms hereof. As used herein,
the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.
4.3 Restrictions
on Transfer.
In
order
to induce the Underwriters to enter into the Underwriting Agreement, the Initial
Stockholders will not, without the prior written consent of EBC, offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition
due
to cash settlement or otherwise) by the Initial Stockholders or any affiliate
of
the Initial Stockholders or any person in privity with the Initial Stockholders
or any affiliate thereof), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the Securities
and
Exchange Commission (the “Commission”) in respect of, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder with respect to, any Escrow Shares, or publicly announce
an intention to effect any such transaction, during the period in which such
Escrow Shares are held in escrow hereunder, except
(i) to an entity’s members upon its liquidation, (ii) by bona fide gift to a
member of an Initial Stockholder’s immediate family or to a trust, the
beneficiary of which is an Initial Stockholder or a member of an Initial
Stockholder’s immediate family, (iii) by virtue of the laws of descent and
distribution upon death of any Initial Stockholder, (iv) pursuant to a qualified
domestic relations order or (v) by private sales of the Escrow Shares made
at or
prior to the consummation of a Business Combination at prices no greater than
the price at which the shares were originally purchased; provided,
however,
that such transfers may be implemented only upon the respective transferee’s
written agreement to be bound by the terms and conditions of this Agreement
and
of the Insider Letter signed by the Initial Stockholder transferring the Escrow
Shares.
2
4.4 Insider
Letters.
Each of
the Initial Stock-holders has executed a letter agreement with EBC and the
Company, dated as indicated on Exhibit A hereto, and which is filed as an
exhibit to the Registration Statement (“Insider Letter”), respecting the rights
and obligations of such Initial Stockholder in certain events, including but
not
limited to the liquidation of the Company.
5. Concerning
the Escrow Agent.
5.1 Good
Faith Reliance.
The
Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively
and shall be pro-tected in acting upon any order, notice, demand, certifi-cate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report or other paper or document (not only as to its
due
execution and the validity and effectiveness of its provisions, but also as
to
the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by
the
proper person or persons. The Escrow Agent shall not be bound by any notice
or
demand, or any waiver, modification, termina-tion or rescission of this
Agree-ment unless evidenced by a writing delivered to the Escrow Agent signed
by
the proper party or parties and, if the duties or rights of the Escrow Agent
are
affected, unless it shall have given its prior written consent thereto.
5.2 Indemnification.
The
Escrow Agent shall be indemnified and held harmless by the Company from and
against any expenses, including coun-sel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit or other
proceeding involving any claim which in any way, directly or indirectly, arises
out of or relates to this Agreement, the services of the Escrow Agent hereunder,
or the Escrow Shares held by it hereunder, other than expenses or losses arising
from the gross negligence or willful misconduct of the Escrow Agent. Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the
com-mence-ment of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing. In the event of the receipt of such notice,
the Escrow Agent, in its sole discre-tion, may commence an action in the nature
of interpleader in an appropriate court to determine ownership or disposition
of
the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
appropriate court or it may retain the Escrow Shares pending receipt of a final,
non-appealable order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circum-stances the Escrow Shares are
to
be disbursed and delivered. The provisions of this Section 5.2 shall survive
in
the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
or
5.6 below.
3
5.3 Compensation.
The
Escrow Agent shall be entitled to reason-able compensation from the Company
for
all services rendered by it hereunder. The Escrow Agent shall also be entitled
to reimburse-ment from the Company for all expenses paid or incurred by it
in
the administration of its duties hereunder including, but not limited to, all
counsel, advisors’ and agents’ fees and disburse-ments and all taxes or other
governmental charges.
5.4 Further
Assurances.
From
time to time on and after the date hereof, the Company and the Initial
Stock-holders shall deliver or cause to be delivered to the Escrow Agent such
further documents and instru-ments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively
the provisions and purposes of this Agree-ment, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.
5.5 Resignation.
The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as herein-after provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn over to
a
suc-cessor escrow agent appointed by the Company, the Escrow Shares held
hereunder. If no new escrow agent is so appointed within the 60 day period
follow-ing the giv-ing of such notice of resignation, the Escrow Agent may
deposit the Escrow Shares with any court it reasonably deems
appropriate.
5.6 Discharge
of Escrow Agent.
The
Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the other parties hereto,
jointly, pro-vided, however, that such resignation shall become effec-tive
only
upon acceptance of appointment by a successor escrow agent as provided in
Section 5.5.
5.7 Liability.
Notwithstanding anything herein to the con-trary, the Escrow Agent shall not
be
relieved from liability hereunder for its own gross negligence or its own
willful misconduct.
4
6. Miscellaneous.
6.1 Governing
Law.
This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application
of
the substantive laws of another jurisdiction (whether
of the State of New York or any other jurisdiction that would cause the
application of the laws of any jurisdiction other than the State of New York).
The Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent
an
inconvenience forum. Any such process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 6.6 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim..
6.2 Third
Party Beneficiaries.
Each of
the Initial Stockholders hereby acknowledges that the Underwriters are third
party beneficiaries of this Agreement and this Agreement may not be modified
or
changed without the prior written consent of EBC.
6.3 Entire
Agreement.
This
Agreement contains the entire agreement of the parties hereto with respect
to
the subject matter hereof and, except as expressly provided herein, may not
be
changed or modified except by an instrument in writing signed by the party
to
the charged. It
may be
executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one
instrument
6.4 Headings.
The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation thereof.
6.5 Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their legal representatives, successors and
assigns.
6.6 Notices.
Any
notice or other communication required or which may be given hereunder shall
be
in writing and either be delivered personally or be mailed, certified or
registered mail, or by private national courier service, return receipt
requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as
follows:
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If
to the Company, to:
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000
Xxxxx
Xxxx Xxxxx
Xxxxx,
Xxxxxxxxxxxx 00000
Attn:
Chairman
5
If
to a
Stockholder, to his address set forth in Exhibit A.
and
if to
the Escrow Agent, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Chairman
A
copy of
any notice sent hereunder shall be sent to:
Xxxxxxxx
Xxxxxx
The
Chrysler Building
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Xxxx Xxxxxx, Esq.
and:
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxx
X.
Xxxxxxxx, Chairman
Facsimile:
( ) -
and:
Drinker
Xxxxxx & Xxxxx LLP
One
Xxxxx Square
00xx
& Xxxxxx Xxxxxxx
Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
Attn:
Xxxxxxx X. Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in
the
manner provided herein for giving notice.
6.7 Liquidation
of the Company.
The
Company shall give the Escrow Agent written notification of the liquidation
of
the Company in the event that the Company fails to consummate a Business
Combination within the time period specified in the Prospectus.
6
WITNESS
the execution of this Agreement as of the date first above written.
| GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. | ||
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| By: | ||
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Name: |
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| Title: | ||
| INITIAL STOCKHOLDERS: | ||
| FORTUNE MANAGEMENT, INC. | ||
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| By: | ||
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Name: |
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| Title: | ||
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Xxxxxx X Xxxx |
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J. Xxxx Xxxxxx |
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Xxxxxx X. Xxxxxxxx |
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Xxxxxxx Xxxxxxx |
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Xxxxxx Xxxxxx |
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|
Xxxxxxxx Charquet |
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CONTINENTAL
STOCK
TRANSFER
& TRUST COMPANY |
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| By: | ||
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Name: |
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| Title: | ||
7
EXHIBIT
A
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Name
and Address of
Initial
Stockholder
|
Number
of
Shares
|
Stock
Certificate
Number
|
Date
of
Insider
Letter
|
|
Fortune
Management, Inc.
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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Xxxxxx
X. Xxxx
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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J.
Xxxx Xxxxxx
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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Xxxxxx
X. Xxxxxxxx
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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Xxxxxxx
Xxxxxxx
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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Xxxxxx
Xxxxxx
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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Philippe
Charquet
000
Xxxxx Xxxx Xxxxx
Xxxxxxxx
000
Xxxxx,
Xxxxxxxxxxxx 00000
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