0001019687-14-002583 Sample Contracts

JOINDER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2014 • Riley Bryant R • Services-business services, nec

THIS JOINDER to the Registration Rights Agreement (this “Joinder”), is made and entered into as of June 18, 2014 by and among Great American Group, Inc., a Delaware corporation (the “Company”), and Bryant Riley and Thomas Kelleher (each a “Holder” and together, the “Holders”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in that certain Registration Rights Agreement, dated as of June 5, 2014, by and among the Company and certain securityholders of the Company (as amended, the “RRA”).

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ESCROW AGREEMENT
Escrow Agreement • June 30th, 2014 • Riley Bryant R • Services-business services, nec • New York

This Escrow Agreement (this “Escrow Agreement”), dated as of June 18, 2014, is entered into by and among Great American Group, Inc., a Delaware corporation (“Parent”), Bryant Riley (“Seller”) and Continental Stock Transfer & Trust Company, Inc., as escrow agent (“Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned such terms in the Acquisition Agreement (as defined below).

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