UNDERWRITING AGREEMENT between GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC. and EARLYBIRDCAPITAL, INC., LADENBURG THALMANN & CO. INC., MAXIM GROUP LLC and PALI CAPITAL, INC. Dated: _______________, 2008Underwriting Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks • New York
The undersigned, Global Alternative Asset Management, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks • New York
Agreement made as of _________, 2008 between Global Alternative Asset Management, Inc., a Delaware corporation, with offices at 435 Devon Park Drive, Building 700, Wayne, Pennsylvania 19087 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks • New York
This Agreement is made as of ________, 2008 by and between Global Alternative Asset Management, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Subscription AgreementSubscription Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks
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 $6.50 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. Except as set forth herein, the Insider Warrants shall be identical to the warrants issued in the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 7th, 2008 • Global Alternative Asset Management, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2008 (“Agreement”), by and among GLOBAL ALTERNATIVE ASSET MANAGEMENT, INC., a Delaware corporation (“Company”), FORTUNE MANAGEMENT, INC., LESLIE A. BRUN, J. PAUL BAGLEY, ANDREW J. CAHILL, DONALD R. JACKSON, SHERYL K. PRESSLER, WILLIAM GUTTMAN, PARKER BROPHY and PHILIPPE CHARQUET (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
