Unassociated Document


     

    January
      4, 2008

     

    Global
      Alternative Asset Management, Inc.

    435
      Devon
      Park Drive

    Wayne,
      Pennsylvania 19087

     

    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    Suite
      1203

    New
      York,
      New York 10016

    


    
      	Re:	
              Initial
                Public Offering

            


    

    


    Ladies
      and Gentlemen:

    


    The
      undersigned stockholder and director of Global Alternative Asset Management,
      Inc. (“Company”), in consideration of EarlyBirdCapital, Inc. (“EBC”) entering
      into a letter of intent (“Letter of Intent”) to underwrite an initial public
      offering of the securities of the Company (“IPO”) and embarking on the IPO
      process, hereby agrees as follows (certain capitalized terms used herein are
      defined in paragraph 15 hereof):

    


    1.  If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares beneficially owned by him in accordance
      with the majority of the shares of common stock voted by the public
      stockholders. 

     

    2.  In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, the undersigned will (i) cause the trust account
      established by the Company for the benefit of the public securityholders (the
      “Trust Account”) to be liquidated and distributed to the holders of IPO Shares
      and (ii) take all reasonable actions within his power to cause the Company
      to
      liquidate as soon as reasonably practicable. The undersigned hereby waives
      any
      and all right, title, interest or claim of any kind in or to any distribution
      of
      the Trust Fund and any remaining net assets of the Company as a result of such
      liquidation with respect to his Insider Shares (“Claim”) and hereby waives any
      Claim the undersigned may have in the future as a result of, or arising out
      of,
      any contracts or agreements with the Company and will not seek recourse against
      the Trust Fund for any reason whatsoever. 

     

    3.  In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to EBC that the business
      combination is fair to the Company’s stockholders from a financial
      perspective.

     

    5.  Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that the undersigned
      shall be entitled to reimbursement from the Company for his out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination.

     

    6.  Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

     

    7.  The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO
      until one year after the consummation by the Company of a Business Combination
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

     

    8.  The
      undersigned agrees to be a member of the board of directors of the Company
      until
      the earlier of the consummation by the Company of a Business Combination or
      the
      liquidation of the Company. The undersigned’s biographical information furnished
      to the Company and EBC and attached hereto as Exhibit A is true and accurate
      in
      all respects, does not omit any material information with respect to the
      undersigned’s background and contains all of the information required to be
      disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
      Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company
      and EBC and annexed as Exhibit B hereto is true and accurate in all respects.
      The undersigned represents and warrants that:

     

    (a)  he
      is not
      subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)  he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c)  he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a member of
      the
      board of directors of the Company.

     

    10.  The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    11.  The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Certificate of Incorporation to extend the period of time in which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

     

    12.  [Intentionally
      omitted].

     

    13.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to EBC and its legal representatives or agents
      (including any investigative search firm retained by EBC) any information they
      may have about the undersigned’s background and finances (“Information”).
      Neither EBC nor its agents shall be violating the undersigned’s right of privacy
      in any manner in requesting and obtaining the Information and the undersigned
      hereby releases EBC and its agents from liability for any damage whatsoever
      in
      that connection.

     

    14.  This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Graubard Miller as agent for the service of process in the State of
      New
      York to receive, for the undersigned and on his behalf, service of process
      in
      any Proceeding. If for any reason such agent is unable to act as such, the
      undersigned will promptly notify the Company and EBC and appoint a substitute
      agent acceptable to each of the Company and EBC within 30 days and nothing
      in
      this letter will affect the right of either party to serve process in any other
      manner permitted by law. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.  As
      used
      herein, (i) a “Business Combination” shall mean a merger, capital stock
      exchange, asset acquisition or similar business combination with an operating
      business; (ii) “Insiders” shall mean all officers, directors and stockholders of
      the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
      of the shares of Common Stock of the Company acquired by an Insider prior to
      the
      IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
      Company’s IPO.

     

    
      	 	 	 	 
	 	 	 	/s/
              Parker Brophy 
	
            	 	 	
              
Parker
              Brophy