Exhibit 2.2
May 14, 2009
Alternative Asset Management
Acquisition Corp.
590 Madison Avenue, 35th Floor
New York, N.Y. 10022
Great American Group, LLC
21860 Burbank Boulevard, Suite 300
South
Woodland Hills, CA 91367
Great American Group,
Inc.
590 Madison Avenue, 35th Floor
New York, N.Y. 10022
Ladies and Gentlemen:
Reference is made to that certain
Agreement and Plan of Reorganization, dated May 14, 2009 (the
“Agreement”), by and among Alternative Asset Management
Acquisition Corp. (“Parent”), Great American Group, LLC
(the “Company”), Great American Group, Inc.
(“Holdco”), AAMAC Merger Sub, Inc., the Members and the
Member Representative. All capitalized terms used but not otherwise
defined herein shall have the meanings specified in the
Agreement.
As of the date hereof, Hanover
Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC,
Jakal Investments LLC, Mark Klein, David Hawkins, Steven Shenfeld,
Bradford Peck and Frederick Kraegel (collectively, the
“Founders”) own 10,350,000 shares of Parent Common
Stock (the “Founders Restricted Stock”) in the
proportion per Founder set out in the column titled “Current
Shares” on Exhibit A hereto. The Founders Restricted Stock
are subject to an Escrow Agreement dated August 1, 2007 (the
“Escrow Agreement”), by and among the Founders and
Continental Stock Transfer & Trust Company (“Escrow
Agent”). The parties to the Agreement are entering into the
Agreement on the condition that the Founders enter into this letter
agreement with respect to the Founders Restricted Stock.
Pursuant to Section 1.6 of the
Agreement and the terms of the Escrow Agreement, each of the
Founders hereby agrees that all shares of Founders Restricted Stock
(other than the Cancellation Shares, which shall be cancelled as
provided herein) shall continue to be subject to the restrictions
on disbursement as provided in the Escrow Agreement. Each of the
Founders hereby further agrees that the restrictions on
disbursement of such shares of Founders Restricted Stock shall
apply mutatis mutandis to any shares of Holdco Common
Stock issued in exchange for the Founders Restricted Stock, and all
references to “Founders Restricted Stock” herein shall
also refer to such shares of Holdco Common Stock.
In addition, pursuant to
Section 4.5 of the Agreement, each of the Founders hereby
agrees that 4,500,000 shares of the Founders Restricted Stock (the
“Contingent Shares”), in the proportion
per Founder set out in the column titled
“Contingent Shares” on Exhibit A hereto (the
“Contingent Shares”), will continue to be held in
escrow and will be released to the Founders upon the Company
meeting the performance targets set forth in Section 1.4(b) of
the Agreement. The Founders hereby acknowledge and agree that if
the Company fails to meet any of the performance targets set forth
in Section 1.4(b) of the Agreement, then the portion of the
Contingent Shares that are issuable upon achievement of such target
shall be forfeited and cancelled and the Founders shall not be
entitled to receive any of such Contingent Shares.
In addition, the Founders agree to
deliver to the Escrow Agent instructions to cancel on the Closing
Date 2,850,000 shares of Founders Restricted Stock in the
proportion per Founder set out in the column titled
“Cancellation Shares” on Exhibit A hereto
