Exhibit 10.2
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT (this
“Agreement”) made as of this
day of July, 2009 between Alternative Asset Management Acquisition
Corp., a Delaware corporation (“Buyer” or
“AAMAC”), and the signatory on the execution page
hereof (“Seller”).
WHEREAS, Buyer was organized for the
purpose of acquiring, through a merger, capital stock exchange,
asset acquisition or other similar business combination, an
operating business (“Business Combination”);
and
WHEREAS, Buyer consummated an
initial public offering in August, 2007 (“IPO”) in
connection with which it raised gross proceeds of approximately
$397 million, a significant portion of which was placed in a trust
account pending the consummation of a Business Combination, or the
dissolution and liquidation of Buyer in the event it is unable to
consummate a Business Combination on or prior to August 1,
2009; and
WHEREAS, Buyer has entered into that
certain Agreement and Plan of Reorganization dated May 14,
2009, as amended by Amendment No. 1 and Amendment No. 2
to the Agreement and Plan of Reorganization dated May 29, 2009
and July 8, 2009, respectively (the “Purchase
Agreement”), by and among AAMAC, Great American Group, Inc.,
a newly-formed Delaware corporation and wholly-owned subsidiary of
AAMAC (“GAG Inc.”), and AAMAC Merger Sub, Inc., a
newly-formed Delaware corporation and wholly-owned subsidiary of
GAG Inc. (“Merger Sub”), on the one hand, and Great
American Group, LLC (“Great American”), the members of
Great American (the “Great American Members”) and the
representative of each of Great American, the Great American
Members and the phantom equityholders of Great American, on the
other hand, which provides for the contribution by the Great
American Members of all of the membership interests of Great
American to GAG Inc. in exchange for common stock of GAG Inc. and
cash (the “Contribution”) and the concurrent merger
(the “Merger” and, together with the Contribution, the
“Acquisition”) of Merger Sub with and into AAMAC as a
result of which AAMAC and Great American will become wholly-owned
subsidiaries of the GAG Inc. and outstanding shares of
AAMAC’s common stock will be exchanged for common stock of
GAG Inc.; and
WHEREAS, the approval of the
Acquisition is contingent upon, among other things, the affirmative
vote of holders of a majority of the outstanding common shares of
AAMAC at the special meeting called to approve the Acquisition;
and
WHEREAS, pursuant to certain
provisions in Buyer’s certificate of incorporation, a holder
of shares of Buyer’s common stock issued in the IPO may, if
it votes against the Acquisition, demand that Buyer convert such
common shares into cash (“Conversion Rights”);
and
WHEREAS the Acquisition cannot be
consummated if holders of 30% or more of AAMAC common stock issued
in the IPO exercise their Conversion Rights; and
WHEREAS, Seller has agreed to sell
to Buyer and Buyer has agreed to purchase from Seller the common
shares set forth on the execution page of this Agreement
(“Shares”) for the purchase price per share set forth
therein (“Purchase Price Per Share”) and for the
aggregate purchase price set forth therein (“Aggregate
Purchase Price”).
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Purchase . Seller hereby
sells to Buyer and Buyer hereby purchases from Seller at the
Closing (as defined in Section 4(c)) the Shares at the
Purchase Price Per Share, for the Aggregate Purchase
Price.
2. Agreement not to Convert;
Appointment of Proxy and Attorney-in-Fact . In further
consideration of the Aggregate Purchase Price, Seller hereby agrees
it has not and will not exercise its Conversion Rights or, if it
has already exercised its Conversion Rights, it hereby withdraws
and revokes such exercise and will execute all necessary documents
and take all actions required in furtherance of such revocation.
Seller acknowledges that the record date to vote on the proposals
set forth in the proxy statement/prospectus (the “Proxy
Statement”) filed by Buyer with the U.S. Securities Exchange
Commission (the “SEC”) has passed. Accordingly, solely
with respect to the vote for the Acquisition and the other
proposals set forth in the Proxy Statement, Seller hereby
irrevocably appoints
and
and each of them each with full power of substitution, as his proxy
and attorney-in-fact, to the full extent of Seller’s rights
with respect to the Shares (and any and all other shares or
securities or rights issued or issuable in respect thereof) to vote
in such manner as each such person or his substitute shall in his
sole discretion deem proper, and to otherwise act (including
without limitation acting by written consent) with respect to all
the Shares at any meeting of stockholders (whether annual or
special and whether or not an adjourned meeting) of Buyer held on
or prior to August 1, 2009. This proxy is coupled with an
interest and is irrevocable. Execution by Seller of this Agreement
shall revoke, without further action, all prior proxies granted by
Seller at any time with respect to the Shares (and such other
shares or other securities) and no subsequent proxies will be given
by Seller (and if given will be deemed not to be
effective).
3. No Right to Additional
Shares . AAMAC’s stockholders of record are entitled to
receive 1.23 shares of GAG Inc. common stock for each share of
AAMAC common stock owned immediately prior to the consummation of
the Acquisition (the “Exchange”). Although Seller will
be a stockholder of record immediately prior to the Acquisition,
Seller hereby irrevocably waives any right, title or interest it
may have in receiving any such GAG Inc. common stock distributed
pursuant to the Exchange. Any such GAG Inc. shares so issued shall
be deemed a part of this Agreement and issued, or immediately
transferred, to Buyer. Additionally, each of Buyer and Seller
hereby agree and acknowledge that this provision is material to
this Agreement and a significant consideration in Buyer’s
willingness to enter into this Agreement.
4. Closing Matters
.
(a) Within one business day of the
date of this Agreement, (i) Seller shall provide Buyer with a
true and correct copy of the voting instruction form with respect
to the Shares held by Seller indicating the financial institution
through which such shares are held and the control number provided
by Broadridge Financial Solutions (or other similar service
provider) regarding the voting of the Shares or written
confirmation of such information as would appear on the voting
instruction form; and (ii) Buyer shall send the notice
attached as Annex 1 hereto to AAMAC’s transfer
agent.
(b) Prior to the Closing, Seller
shall deliver or cause to be delivered to Buyer appropriate
instructions for book entry transfers of ownership of the Shares
from Seller to Buyer.
(c) The closing of the purchase and
sale of the Shares (“Closing”) will occur on the date
on which Buyer’s trust account is liquidated after the
Acquisition is consummated (the “Closing Date”). At the
Closing, Buyer shall pay Seller the Aggregate Purchase Price by
wire transfer from AAMAC’s trust account of immediately
available funds to an account specified by Seller and Seller shall
deliver the Shares to Buyer electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System
to an account specified by Buyer. It shall be a condition to
the
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obligation of Buyer on the one hand and Seller
on the other hand, to consummate the transfer of the Shares
contemplated hereunder that the other party’s representations
and warranties are true and correct on the Closing Date with the
same effect as though made on such date, unless waived in writing
by the party to whom such representations and warranties are
made.
5. Representations and Warranties
of the Seller . Seller hereby represents and warrants to Buyer
on the date hereof and on the Closing that:
(a) Sophisticated Seller .
Seller is sophisticated in financial matters and is able to
evaluate the risks and benefits attendant to the sale of Shares to
Buyer.
(b) Independent Investigation
. Seller, in making the decision to sell the Shares to Buyer, has
not relied upon any oral or written representations or assurances
from Buyer or any of its officers, directors or employees or any
other representatives or agents of Buyer. Seller has had access to
all of the filings made by AAMAC with the SEC, pursuant to the
Securities Exchange Act of 1934 (the “Exchange Act”)
and the Securities Act of 1933 in each case to the extent available
publicly via the SEC’s Electronic Data Gathering, Analysis
and Retrieval system.
(c) Authority . This
Agreement has been validly authorized, executed and delivered by
Seller and, assuming the due authorization, execution and delivery
thereof by Buyer, is a valid and binding agreement enforceable in
accordance with its terms, subject to the general principles of
equity and to bankruptcy or other laws affecting the enforcement of
creditors’ rights generally. The execution, delivery and
performance of this Agreement by Seller does not and will not
conflict with, violate or cause a breach of, constitute a default
under, or result in a violation of (i) any agreement, contract
or instrument to which Seller is a party which would prevent Seller
from performing its obligations hereunder or (ii) any law,
statute, rule or regulation to which Seller is subject.
(d) No Legal Advice from
Buyer . Seller acknowledges that is has had the opportunity to
review this Agreement and the transactions contemplated by this
Agreement with Seller’s own legal counsel and investment and
tax advisors. Seller is not relying on any statements or
representations of Buyer or any of its representatives or agents
for legal, tax or investment advice with respect to this Agreement
or the transactions contemplated by the Agreement.
(e) Ownership of Shares .
Seller is the legal and beneficial owner of the Shares and will
transfer to Buyer on the Closing Date good and marketable title to
the Shares free and clear of any liens, claims, security interests,
options, charges or any other encumbrance whatsoever. The Seller
beneficially owned all of the Shares as of the close of the trading
day on July , 2009 and has the sole right
to exercise conversion rights with respect to all of the
Shares.
(f) Number of Shares . The
Shares being transferred pursuant to this Agreement represent all
the common stock owned by Seller as of the date hereof.
(g) Seller Taxes . Seller
understands that Seller (and not the Buyer) shall be responsible
for any and all tax liabilities of Seller that may arise as a
result of the transactions contemplated by this
Agreement.
(h) Aggregate Purchase Price
Negotiated . Seller represents that both the amount of
Securities and the Aggregate Purchase Price were negotiated figures
by the parties and that the terms and conditions by the parties of
this Agreement may differ from arrangements entered into with other
holders of Buyer’s common stock.
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6. Representations and Warranties
of Buyer . Buyer hereby represents to the Seller
that:
(a) Sophisticated Buyer .
Buyer is sophisticated in financial matters and is able to evaluate
the risks and benefits attendant to the purchase of Shares from
Seller.
(b) Independent Investigation
. Buyer, in making the
