Exhibit 10.4 



____________ __, 2007 



Alternative Asset Management Acquisition Corp.

  590
Madison Avenue, 35th Floor 

  New York, New York 10022 



	 	         Re:  	  	Initial
Public Offering 






Gentlemen: 



        This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Alternative Asset Management Acquisition Corp., a Delaware
corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”)
of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units
(the “Units”), each Unit consisting of one share of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share
of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are
defined in paragraph 15 hereof.  



        In
order to induce the  Company  and the  Underwriters  to enter into the  Underwriting
 Agreement  and to proceed  with the IPO,  and in  recognition  of the benefit  that such
IPO will confer  upon the  undersigned  as a stockholder of the Company,  and for other
good and valuable  consideration,  the receipt and  sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company as follows: 



        1.
      If the Company solicits approval of its stockholders of an Initial Business
 Combination,  the undersigned will vote all shares of  Founders’  Common  Stock owned by
him,  her or it in  accordance  with the majority of the votes cast by the holders of the
IPO Shares. 



        2.
      In the event that the Company fails to  consummate  an Initial  Business
 Combination  within  twenty-four (24) months from the effective  date  (“Effective  Date”)
of the  registration  statement  relating to the IPO, the undersigned  will, as promptly
as possible,  take all  reasonable  actions  within his power to (a) cause the Trust Fund
to be liquidated  and  distributed to the holders of IPO Shares and (b) 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 the  undersigned’s  shares of Founders’  Common Stock  (“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;  provided  that the
foregoing  shall not apply to any IPO Shares acquired by the  undersigned.  [In the event
of the liquidation of the Trust  Fund,  the  undersigned  agrees  to  indemnify  and hold
 harmless  the  Company  against  any and all loss, liability,  claims,  damage and
 expense  whatsoever  (including,  but not  limited  to, any and all legal or other
expenses  reasonably incurred in investigating,  preparing or defending against any
litigation,  whether pending or threatened,  or any claim  whatsoever)  which the Company
may become subject as a result of any claim by any vendor or other person who is owed
money by the Company for services  rendered or products sold or  contracted  for, or by
any target  business,  but  




 
	 	
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only to the extent  necessary  to
ensure  that such loss,  liability,  claim,  damage or expense  does not  reduce the
 amount of funds in the Trust  Fund and only if such a vendor or  prospective  target
business  does not execute an agreement  waiving any claims  against the Trust Fund and
provided  further that such indemnity  shall not apply as to any claims under the Company’s
 obligation to indemnify the  Underwriters  against certain liabilities, including
liabilities under the Securiteis Act of 1933, as amended.]1  The       undersigned
acknowledges  and agrees that there will be no distribution  from the Trust Fund with
respect to any warrants,  all rights of which will terminate on the Company’s liquidation. 



        3.
      The  undersigned  acknowledges  and agrees  that the Company  will not  consummate
 any  Initial  Business Combination which involves a company which is affiliated with any
of the Insiders. 



        4.
Neither the undersigned, any member of the family of the undersigned, nor
any 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 an Initial Business Combination; provided that commencing on the
Effective Date, Hanover Group US LLC (a “Related Party”), an entity affiliated with
Mark Klein, the Company’s Chief Executive Officer, shall be allowed to charge the
Company $10,000 per month, representing an allocable share of Related Party’s
overhead, to compensate it for the Company’s use of Related Party’s offices,
utilities and personnel. The undersigned shall also be entitled to reimbursement
from the Company for its out-of-pocket expenses incurred in connection with seeking
and consummating an Initial Business Combination. In addition, Mr. Klein will be
entitled to repayment of the $175,000 non-interest bearing loan made by Mr. Klein to
the Company to cover offering expenses, in accordance with the repayment terms thereof.  



        5.
      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  an Initial
Business Combination. 



        6.
      The  undersigned  will escrow all of the  undersigned’s  shares of  Founders’  Common
Stock until one year after the consummation by the Company of a Business  Combination
 subject to the terms of an escrow agreement which the Company will enter into with the
undersigned and Continental Stock Transfer & Trust Company, as escrow agent. 



        7.
      The  undersigned  will escrow all of the  undersigned’s  Sponsors’  Warrants  until
 thirty days after the consummation  by the  Company  of a Business  Combination  subject
 to the terms of an escrow  agreement  which the Company will enter into with the
undersigned and Continental Stock Transfer & Trust Company, as escrow agent. 



        8.
      The  undersigned  agrees  that the  undersigned  will not  transfer  or sell any
 Sponsors’  Warrants  the undersigned  holds except in accordance with the transfer
 restrictions  set forth in such warrants,  including the Warrant Agreement relating
thereto. 







	         1 		Applies
only to Messrs. Klein and Lapping.






 
	 	
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        9.
      The undersigned  agrees not sell or transfer any Founders’  Common Stock for a
period of one year from the consummation of an Initial  Business  Combination or earlier
if,  subsequent to the Business  Combination,  (i) the closing  price of the  Common
 Stock  equals or  exceeds  $11.50  per  share for any 20  trading  days  within  any
30-trading day period or (ii) the Company  consummates a subsequent  liquidation,
 merger,  stock exchange or other similar  transaction which results in all of the Company’s
 stockholders  having the right to exchange their shares of common stock for cash,
 securities or other property;  provided  however that transfers can be made to permitted
transferees  who agree in writing to be bound to the transfer  restrictions,  agree to
vote in accordance  with the majority  of the votes cast by the  holders of the IPO
Shares in the event that the  Company  solicits  approval of its  stockholders  of an
Initial  Business  Combination  and waive any  rights to  participate  in any
 liquidation distribution if the Company fails to consummate an Initial Business
Combination. 



        The
 undersigned  agrees that prior to any transfer of any  Founders’  Common Stock the
 undersigned  will give  written  notice to the Company  expressing  his desire to effect
such  transfer  and  describing  briefly the proposed  transfer.  Upon  receiving  such
notice,  the Company shall present copies thereof to its counsel and the undersigned
 agrees not to make any  disposition  of all or any portion of the  Founders’  Common
 Stock unless and until: 



                (a)
     there is then in effect a  registration  statement  under the Securities Act of
1933, as amended (the “Securities  Act”) covering such proposed  disposition and such
disposition is made in accordance with such  registration  statement,  in which case the
required  legends with respect to the Founders’ Common Stock sold pursuant to such
registration statement shall be removed; or 



                (b)
     if reasonably  requested by the Company,  (A) the  undersigned  shall have furnished
the Company  with an opinion of  counsel,  reasonably  satisfactory  to the  Company,
 that such  disposition  will not require  registration of such Founders’  Common Stock
under the Securities Act, (B) the Company shall have received customary  representations
and warranties regarding the transferee that are reasonably  satisfactory to the Company
signed by the proposed  transferee  and (C) the Company shall have received an agreement
by such  transferee to the restrictions  contained in the legend required with respect to
the Founders’ Common Stock and if applicable,  those referred to in the first paragraph
of this Section 9. 



        10.
     The undersigned  agrees to be the  ________________  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 the  Representative 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  NASD  Questionnaire  furnished to the Company and the Representative
and annexed as Exhibit B hereto is true and accurate in all respects.  The undersigned
represents and warrants that: 



        (a)
     the  undersigned  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; 




 
	 	
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                (b)
     the undersigned  has never been convicted of or pleaded guilty to any crime (i)
involving any fraud,  (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)
     the  undersigned  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. 



        11.
     The  undersigned  has full right and power,  without  violating any agreement by
which the  undersigned is bound, to enter into this letter agreement and to serve as
___________ of the Company. 



        12.
     The undersigned  hereby waives the undersigned’s  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 the  undersigned  will not
seek  conversion with respect to such shares in connection with any vote to approve an
Initial Business Combination. 



        13.
     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  an  Initial Business  Combination  prior
 to  its  liquidation.  Should  such  a  proposal  be  put  before  stockholders,  the
undersigned  hereby  agrees to vote  against  such  proposal.  The  undersigned  further
 agrees  that prior to the consummation  of an Initial  Business  Combination,  he will
not  propose  any  amendment  to Article  SIXTH of the Company’s  Amended and Restated
 Certificate of  Incorporation  or support,  endorse or recommend any proposal that
stockholders amend any of these provisions. This paragraph may not be modified or amended
under any circumstances. 



        14.
     In the event that the Company  does not  consummate  a Business  Combination  and
must  liquidate  and its remaining net assets are insufficient to complete such
 liquidation,  the undersigned  agrees to advance such funds necessary to complete such
liquidation and agrees not to seek repayment for such expenses.2 



        15.
     The  undersigned  hereby  agrees to not amend or cause to be amended,  without the
written  consent of the Underwriters, the Buyback Agreement and Escrow Agreement to which
the undersigned is a party.3 



        The
Buyback Agreement has been authorized,  executed and delivered by the undersigned,  and
is a valid and binding  agreement  of  the  undersigned  enforceable  against  it in
 accordance  with  its  terms  except  as the enforceability   thereof  may  be  limited
 by   bankruptcy,   insolvency,   fraudulent   conveyance,   moratorium, reorganization
 or similar laws  affecting  creditors’  rights  generally  and by equitable  principles
 of general applicability (regardless of whether enforceability is considered in a
proceeding in equity or law).4 







	         2 		Applies
only to Messrs. Klein and Lapping.




	         3 		Applies
only to Jakal Investments LLC, Hanover Overseas Limited, STC Investment Holdings LLC and
Solar Capital, LLC.




	         4 		Applies
only to Hanover Overseas Limited, STC Investment Holdings LLC and Solar Capital, LLC.






 
	 	
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        16.
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 (a) 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, (b)
waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum, and (c) irrevocably agrees to appoint Akin Gump Strauss Hauer & Feld
LLP 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 the Representative and appoint a substitute agent acceptable to each
of the Company and the Representative within thirty (30) days and nothing in this
letter will affect the right of either party to serve process in any other manner
permitted by law.  



        17.
     As used herein: 



                (a)
“Buyback Agreement” shall mean the Buyback Agreement dated [ ], 2007
between Citigroup Global Markets Inc. as Representative of the several Underwriters
and Hanover Overseas Limited, STC Investment Holdings LLC and Solar Capital, LLC, as
the case may be;  




                (b)
“Escrow Agreement” shall mean the Escrow Agreement dated [ ], 2007 among
Continental Stock Transfer & Trust Company and Jakal Investments LLC, Hanover
Overseas Limited, STC Investment Holdings LLC and Solar Capital, LLC, David Hawkins,
Steven Shenfeld and Bradford R. Peck;  



                (c)
“Initial Business Combination” shall mean the acquisition by the Company,
whether through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar type of transaction, of one or more business or assets (“Target
Business” or “Target Businesses”), whose collective fair market value is equal to at
least 80% of the balance in the Trust Fund, excluding deferred underwriting discounts
and commissions and resulting in ownership by the Company of at least 51% of the voting
equity interests of the Target Business or Businesses and control by the Company
of the majority of any governing body of the Target Business or Businesses;  



                (d)
“Insiders” shall mean all officers, directors and stockholders of the Company
immediately prior to the IPO;  



                (e)
“Founders’ Common Stock” shall mean all of the shares of Common Stock of the
Company acquired by an Insider prior to the IPO;  



                (f)
“IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO;  



                (g)
“Sponsors’ Warrants” shall mean the warrants that are being sold privately by the
Company simultaneously with the consummation of the IPO; and  




 
	 	
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                (h)
“Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.  



        18.
     The undersigned  acknowledges  and understands  that the  Underwriters  and the
Company will rely upon the agreements,  representations  and warranties set forth herein
in proceeding with the IPO. Nothing  contained herein shall be deemed to render the
 Underwriters a representative  of, or a fiduciary with respect to, the Company,  its
stockholders or any creditor or vendor of the Company with respect to the subject matter
hereof. 



        19.
     This  letter  agreement  shall be binding on the  undersigned  and such  person’s
 respective  successors, heirs,  personal  representatives  and assigns.  This letter
 agreement  shall  terminate on the earlier of (a) the consummation  of an Initial
 Business  Combination  and (b) the  liquidation  of the Company;  provided,  that such
termination  shall not  relieve the  undersigned  from  liability  from any breach of
this  agreement  prior to its termination. 



	 	
      

      Print Name of Insider
	 	 
	 	                                                              
      

      Signature







 
	 	
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