| * |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
The reporting person acquired these securities on July 31, 2009, as consideration for the reporting person's membership
interests in Great American Group, LLC ("GAG, LLC"), which the issuer acquired on July 31, 2009 pursuant to the Agreement
and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment No. 1 to Agreement and Plan of Reorganization,
dated as of May 29, 2009, Amendment No. 2 to Agreement and Plan of Reorganization, dated as of July 8, 2009, and Amendment
No. 3 to Agreement and Plan of Reorganization, dated as of July 28, 2009 (as amended, the "Purchase Agreement"), among,
inter alia, Alternative Asset Management Acquisition Corp. ("AAMAC") , the issuer, which was then a wholly-owned subsidiary
of AAMAC, AAMAC Merger Sub, Inc., then a wholly-owned subsidiary of the issuer, GAG, LLC and the GAG, LLC Members (including
the reporting person). |
| (2) |
Of the 5,280,000 shares of issuer common stock issued in the acquisition to the reporting person, 660,000 shares are
currently being held in escrow and are subject to forfeiture during the escrow period to satisfy certain working capital and
indemnification claims. In addition, the Purchase Agreement provides for the issuance of an aggregate of up to 2,640,000
additional shares of common stock (the "Contingent Stock Consideration") to the reporting person as follows: (a) in the
event GAG, LLC achieves any one of (i) $45.0 million in Adjusted EBITDA (as defined in the Purchase Agreement) for the 12
months ending December 31, 2009, (ii) $47.5 million in Adjusted EBITDA for the 12 months ending March 31, 2010, or (iii)
$50.0 million in Adjusted EBITDA for the 12 months ending June 30, 2010, the issuer will be obligated to issue to the
reporting person 880,000 shares of the Contingent Stock Consideration; |
| (3) |
(b) in the event GAG, LLC achieves $55.0 million in Adjusted EBITDA (as defined in the Purchase Agreement) for the fiscal
year ending December 31, 2010, then the issuer will be obligated to issue to the reporting person 880,000 shares of the
Contingent Stock Consideration; and (c) in the event GAG, LLC achieves $65.0 million in Adjusted EBITDA (as defined in the
Purchase Agreement) for the fiscal year ending December 31, 2011, then the issuer will be obligated to issue to the
reporting person 880,000 shares of the Contingent Stock Consideration; provided, however, that if the issuer does not
achieve the December 31, 2010 Adjusted EBITDA target but does achieve the December 31, 2011 Adjusted EBITDA target, then the
issuer will be obligated to issue to the reporting person 1,760,000 shares of the Contingent Stock Consideration. |
| (4) |
The issuance of Contingent Stock Consideration will be in accordance with the Purchase Agreement. The issuer did not achieve
the Adjusted EBITDA target for the year ending December 31, 2009. The Contingent Stock Consideration will be issued to the
reporting person to the extent earned and with respect to the applicable target period, in three equal installments,
beginning on the first anniversary of the closing of the Acquisition and issuable on each anniversary of the closing of the
Acquisition thereafter in accordance with the Purchase Agreement. If none of the Adjusted EBITDA targets are achieved, then
the reporting person will not receive any of the shares listed above. |