| * |
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 interest in the
Great American Group, LLC ("GAG, LLC") Phantom Equityholder Plan. The issuer acquired GAG, LLC 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, the GAG,
LLC Members and the representative of the GAG, LLC (including the reporting person). |
| (2) |
In addition, the Purchase Agreement provides for the issuance of an aggregate of up to 128,507 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 42,836 shares of the
Contingent Stock Consideration; (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 42,836 shares of the Contingent Stock Consideration; and |
| (3) |
(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 42,835 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 85,671 shares of the Contingent Stock Consideration. 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. |
| (4) |
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.
The Acquisition Agreement and an Amendment Agreement and Release between the reporting person and the issuer dated as of
July 31, 2009 also provides for the potential future issuance of 169,245 shares of common stock to the reporting person,
provided that the reporting person is continuously employed by the issuer on each of the vesting dates. |
| (5) |
The actual number of shares that may be received by the reporting person may vary based on provisions of the agreements that
provide that the reporting person's relative percentage of the total closing stock consideration may increase if other
eligible participants terminate their employment prior to the vesting of their right to receive the shares of common stock.
The vesting dates are July 31, 2010 and January 31, 2011. Of these shares, 33,848 shares are subject to an indemnity escrow
and are subject to forfeiture during the escrow period to satisfy certain indemnification claims. |