FORM OF ESCROW
AGREEMENT 



        ESCROW
AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP., a Delaware corporation (“Company”), HANOVER OVERSEAS LIMITED, STC
INVESTMENT HOLDINGS LLC, SOLAR CAPITAL, LLC, DAVID HAWKINS, STEVEN A. SHENFELD,
BRADFORD R. PECK, FREDERICK KRAEGEL, MARK KLEIN, and JAKAL INVESTMENTS, LLC
(collectively “Initial Stockholders”) and [CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, a New York corporation] (“Escrow Agent”).  



        WHEREAS,
the Company has entered into an Underwriting Agreement, dated __________, 2007 (“Underwriting
Agreement”), with Citigroup Global Markets Inc. (“Citigroup”) acting as
representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, the Underwriters have agreed to purchase 20,000,000 units (“Units”)
of the Company. Each Unit consists of one share of the Company’s common stock, par
value $.0001 per share (“Common Stock”), and one warrant to purchase one share of
Common Stock, all as more fully described in the Company’s final Prospectus, dated
_________, 2007 (“Prospectus”) comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-141593) under the Securities Act of 1933, as
amended (“Registration Statement”), declared effective on ________, 2007 (“Effective Date”).  



        WHEREAS,
the Underwriters have required as a condition to the purchase of the Units that the
Initial Stockholders deposit the number of shares of Common Stock of the Company (the “Escrow
Shares”) and the number of Sponsors’ Warrants (as defined in the Warrant Agreement
dated [_____], 2007 between the Company and [_____] as Warrant Agent (the “Warrant
Agreement”)) in each case, as set forth opposite their respective names in Exhibit A
attached hereto (the Escrow Shares and Sponsors’ Warrants are collectively
referred to herein as the “Escrow Securities”) in escrow as hereinafter provided.  



        WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept
the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.  



        IT
IS AGREED:  



        1.
      Appointment  of Escrow Agent.  The Company and the Initial  Stockholders  hereby
 appoint the Escrow Agent to act in  accordance  with and subject to the terms of this
 Agreement  and the Escrow Agent  hereby  accepts such appointment and agrees to act in
accordance with and subject to such terms. 



        2.
      Deposit of Escrow Shares.  On or before the Effective  Date, each of the Initial
 Stockholders  shall have delivered  or caused to be  delivered  to the Escrow Agent
 certificates  representing  his, her or its  respective Escrow  Securities,  to be held
and disbursed  subject to the terms and conditions of this Agreement.  Each Initial
Stockholder  acknowledges  that the  certificates  representing  his, her or its Escrow
 Securities  is legended to reflect the deposit of such Escrow Securities under this
Agreement. 



        3.
      Disbursement  of the Escrow  Securities.  The Escrow  Agent  shall hold the Escrow
 Shares  until the date that is one year after the  consummation of an Initial Business
 Combination  




 
	 	
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(as defined in the Warrant
Agreement) and the Sponsors’ Warrants until the date that is 30 days after the
consummation of an Initial Business Combination (in each case, the “Escrow Period”),
on which date it shall, upon written instructions from each Initial Stockholder,
disburse the Escrow Shares (and any applicable stock power) or Sponsors’ Warrants, as
the case may be, to such Initial Stockholder; provided, however, that at the end of
the 30-day period in which the Underwriters may exercise their over-allotment option
to purchase an additional 3,000,000 Units of the Company (as described in the
Registration Statement), the Company shall give the Escrow Agent notice with respect
to the amount, if any, of the over-allotment that was exercised by the Underwriters
and, upon such notice, the Initial Stockholders agree that the Escrow Agent shall
return to the Company for cancellation, at no cost, the number of Escrow Shares held
by each Initial Stockholder determined by multiplying (a) the product of (i) 750,000,
multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow
Shares held by each Initial Stockholder, and (y) the denominator of which is the total
number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 3,000,000
minus the number of shares of Common Stock purchased by the Underwriters upon the
exercise of their over-allotment option, and (ii) the denominator of which is
3,000,000; provided further, however, that if the Escrow Agent is notified by the
Company pursuant to Section 6.7 hereof that the Company is being liquidated then the
Escrow Agent shall promptly destroy the certificates representing the Escrow Securities
held pursuant to this Agreement; provided further, however, that if, after the
Company consummates an Initial Business Combination, (i) it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the stockholders of such entity having the right to
exchange their shares of Common Stock for cash, securities or other property or (ii)
the Closing Price of the Common Stock (as defined in the Warrant Agreement) equals
or exceeds $14.25 per share for any 20 trading days within any 30-trading day period,
then the Escrow Agent will, upon receipt of a certificate, executed by the Chairman
of the Board, President or other authorized officer of the Company, in form reasonably
acceptable to the Escrow Agent, that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Escrow Shares to
the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after
the disbursement or destruction of the Escrow Securities in accordance with this Section
3.  



        4.
      Rights of Initial Stockholders in Escrow Securities. 



                4.1.
    Voting  Rights as a  Stockholder.  Subject to the terms of the  Insider  Letter
 described  in Section 4.3 hereof and except as herein  provided,  the Initial
 Stockholders  shall retain all of their rights as stockholders of the Company during the
Escrow Period, including, without limitation, the right to vote the Escrow Shares. 



                4.2.
Dividends and Other Distributions in Respect of the Escrow Shares. During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares
shall be paid to the Initial Stockholders, but all dividends payable in stock or other
non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to
hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall
be deemed to include the Non-Cash Dividends distributed thereon, if any.  



                4.3.
    Restrictions on Transfer.  During the Escrow Period,  no sale,  transfer or other
 disposition may be made of any or all of the Escrow  Securities  except to  Permitted  



 
	 	
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Transferees (as defined in the
Warrant Agreement); provided, however, that such permitted transfers may be
implemented only upon the respective Permitted Transferee’s written agreement to
be bound by the terms and conditions of this Agreement and, as applicable, the Insider
Letter signed by the Initial Stockholder transferring the Escrow Shares and/or the
Warrant Agreement. Even if transferred in accordance with this Section 4.3, the
Escrow Securities will remain subject to this Agreement and may only be released
from escrow in accordance with Section 3 hereof. As used herein, the term “Insider
Letter” refers to that letter entered into by each of the Initial Stockholders, with
Citigroup and the Company, dated as indicated on Exhibit A hereto, and which is filed
as an exhibit to the Registration Statement, respecting the rights and obligations of
such Initial Stockholder in certain events, including but not limited to the
liquidation of the Company and certain voting and transfer restrictions which will
apply during the Escrow Period.  



                4.4.
    Sponsors’  Warrants.  The Initial  Stockholders  acknowledge  that the  Sponsors’  Warrants
are subject to restrictions on exercise and transfer during the Escrow Period as
specified in the Warrant Agreement. 



        5.
      Concerning the Escrow Agent. 



                5.1.
    Good Faith  Reliance.  The Escrow  Agent shall not be liable for any action taken or
omitted by it in good faith and in the  exercise of its own best  judgment,  and may rely
 conclusively  and shall be protected in acting upon any order, notice, demand,
 certificate,  opinion or advice of counsel (including counsel chosen by the Escrow
Agent),  statement,  instrument,  report  or other  paper or  document  (not only as to
its due  execution  and the validity  and  effectiveness  of its  provisions,  but also
as to the truth and  acceptability  of any  information therein  contained)  which is
 believed  by the Escrow  Agent to be genuine  and to be signed or  presented  by the
proper  person  or  persons.  The  Escrow  Agent  shall  not be bound  by any  notice  or
 demand,  or any  waiver, modification,  termination or rescission of this Agreement
 unless  evidenced by a writing  delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are  affected,  unless it
shall have given its prior written consent thereto. 



                5.2.
    Indemnification.  The  Escrow  Agent  shall be  indemnified  and held  harmless  by
the  Company  from and against  any  expenses,  including  counsel  fees  and
 disbursements,  or loss  suffered  by the  Escrow  Agent in connection  with any
 action,  suit or  other  proceeding  involving  any  claim  which  in any  way,
 directly  or indirectly,  arises out of or relates to this Agreement,  the services of
the Escrow Agent hereunder, or the Escrow Securities  held by it  hereunder,  other than
 expenses or losses  arising  from the gross  negligence  or willful misconduct  of the
Escrow  Agent.  Promptly  after the receipt by the Escrow Agent of notice of any demand
or claim or the  commencement of any action,  suit or proceeding,  the Escrow Agent shall
notify the other parties hereto in writing.  In the event of the receipt of such notice,
 the Escrow Agent,  in its sole  discretion,  may commence an action in the nature of
 interpleader in an appropriate  court to determine  ownership or disposition of the
Escrow Securities or it may deposit the Escrow  Securities  with the clerk of any
 appropriate  court or it may retain the Escrow Securities  pending receipt of a final,
non appealable order of a court having  jurisdiction over all of the parties  hereto
 directing to whom and under what  circumstances  the Escrow  Securities  are to be
 disbursed  and delivered.  The  provisions  of this  Section  5.2 shall  survive  in the
 event the  Escrow  Agent  resigns  or is discharged pursuant to Sections 5.5 or 5.6
below. 






	 	
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                5.3.
    Compensation.  The Escrow  Agent  shall be entitled to  reasonable  compensation
 from the Company for all services  rendered by it hereunder.  The Escrow Agent shall
also be entitled to reimbursement  from the Company for all expenses paid or incurred by
it in the  administration of its duties hereunder  including,  but not limited to, all
counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges. 



                5.4.
    Further  Assurances.  From  time to time on and  after  the  date  hereof,  the
 Company  and the  Initial Stockholders  shall  deliver or cause to be delivered to the
Escrow Agent such further  documents  and  instruments and shall do or cause to be done
such further acts as the Escrow Agent shall  reasonably  request to carry out more
effectively  the provisions and purposes of this  Agreement,  to evidence  compliance
 herewith or to assure itself that it is protected in acting hereunder. 



                5.5.
    Resignation.  The Escrow  Agent may resign at any time and be  discharged  from its
duties as escrow agent hereunder by its giving the other parties  hereto  written notice
and such  resignation  shall become  effective as hereinafter  provided.  Such
resignation  shall become effective at such time that the Escrow Agent shall turn over to
a successor  escrow agent  appointed by the Company,  the Escrow  Securities  held
 hereunder.  If no new escrow agent is so  appointed  within the 60 day period  following
 the giving of such notice of  resignation,  the Escrow Agent may deposit the Escrow
Securities with any court it reasonably deems appropriate. 



                5.6.
    Discharge  of Escrow  Agent.  The Escrow Agent shall  resign and be  discharged  from
its duties as escrow agent hereunder if so requested in writing at any time by the other
parties  hereto,  jointly,  provided,  however, that such  resignation  shall become
 effective only upon acceptance of appointment by a successor  escrow agent as provided
in Section 5.5. 



                5.7.
    Liability.  Notwithstanding  anything herein to the contrary,  the Escrow Agent shall
not be relieved from liability hereunder for its own gross negligence or its own willful
misconduct. 



        6.
      Miscellaneous. 



                6.1.
    Governing  Law.  This  Agreement  shall for all purposes be deemed to be made under
and shall be construed 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  (whether of the State of New York or any
other  jurisdiction  that would cause the application of the laws of any  jurisdiction
 other than the State of New York).  The  Company  hereby  agrees  that any  action,
 proceeding  or claim  against it arising  out of or relating in any way to this
 Agreement  shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably
 submits to such  jurisdiction, which  jurisdiction shall be exclusive.  The Company
hereby waives any objection to such exclusive  jurisdiction or that such courts
 represent an  inconvenience  forum. Any such process or summons to be served upon the
Company may be served by  transmitting  a copy thereof by registered  or certified  mail,
 return  receipt  requested,  postage prepaid,  addressed  to it at the address set forth
in Section 6.6 hereof.  Such mailing  shall be deemed  personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. 



 
	 	
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                6.2.
    Third Party  Beneficiaries.  Each of the Initial  Stockholders  hereby  acknowledges
that the Underwriters are third party  beneficiaries  of this  Agreement and this
 Agreement  may not be modified or changed  without the prior written consent of
Citigroup. 



                6.3.
    Entire  Agreement.  This  Agreement  contains the entire  agreement of the parties
 hereto with respect to the subject matter hereof and,  except as expressly  provided
 herein,  may not be changed or modified except by an instrument  in  writing  signed  by
each  party  hereto.  It may be  executed  in  several  original  or  facsimile
counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument 



                6.4.
    Headings.  The headings  contained in this Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation thereof. 



                6.5.
    Binding Effect.  This Agreement  shall be binding upon and inure to the benefit of
the respective  parties hereto and their legal representatives, successors and assigns. 



                6.6.
    Notices.  Any notice or other  communication  required or which may be given
hereunder shall be in writing and either be delivered  personally or be mailed,
 certified or registered  mail,  or by private  national  courier service,  return
receipt requested,  postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as follows: 



                If
to the Company, to: 



	  	
Alternative Asset Management
Acquisition Corp.          

                        590 Madison Avenue

                           35th Floor             

                     New York, New York 10022 






                If
to an Initial Stockholder, to his, her or its address set forth in Exhibit A. 



                and
if to the Escrow Agent, to: 



	  	
[Continental
Stock Transfer & Trust Company 
 17 Battery Place

New York, New York 10004 
 Attn:
Chairman]  





                A
copy of any notice sent hereunder shall be sent to: 



	  	
Davis
Polk & Wardwell          
                  450 Lexington Avenue

                           New York, New York 10017         
                   Attn:
Deanna L. Kirkpatrick, Esq. 





                and: 




 
	 	
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Citigroup
Global Markets Inc.       

                           388 Greenwich Street

                           New York, New York 10013         

                         Attn: ____________________________ 






                and: 



	  	
Akin
Gump Strauss Hauer & Feld LLP 
                           590 Madison Avenue

                           New York, New York 10022  
                         Attn:
   Bruce Mendelsohn, Esq. 






                The
parties may change the persons  and  addresses  to which the notices or other
 communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice. 



                6.7.
    Liquidation  of the  Company.  The  Company  shall  give the  Escrow  Agent  written
 notification  of the liquidation  and  dissolution of the Company in the event that the
Company fails to consummate an Initial  Business Combination within the time period(s)
specified in the Prospectus. 



[SIGNATURE PAGES
FOLLOW] 




 
	 	
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        WITNESS
the execution of this Agreement as of the date first above written.  





	 	COMPANY:
	 	 
	 	ALTERNATIVE ASSET MANAGEMENT  ACQUISITION CORP.
	 	 
	 	By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________   
	 	 
	 	INITIAL STOCKHOLDERS:
	 	 
	 	HANOVER OVERSEAS LIMITED
	 	 
	 	By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________ 
	 	 
	 	STC INVESTMENT HOLDINGS LLC
	 	 
	 	By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________ 
	 	 
	 	SOLAR CAPITAL, LLC
	 	 
	 	By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________ 
	 	 
	 	__________________________________

      David Hawkins
	 	 
	 	__________________________________

      Steven A. Shenfeld
	 	 
	 	




                                                     __________________________________

      Bradford R. Peck


      





 
	 	
S-1	 











	 	__________________________________

      Frederick Kraegel
	 	 
	 	__________________________________

      Mark Klein
	 	 
	 	JAKAL INVESTMENTS, LLC
	 	 
	 	By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________ 
	 	 
	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	

                                                     By:         ____________________________


                                                     Name:       ____________________________


                                                     Title:    ____________________________










 
	 	
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EXHIBIT A 



	Name and Address

of Initial Stockholder
      

    	Number of 

Escrow 

Shares 
      

    	Stock


      Certificate
  

      Number 
      

    	Date of 

      Insider
    

      Letter 
      

    	Number of 

      Sponsors’ 

Warrants 
      

    	Warrant


      Certificate
   

      Number 
      

    
	Hanover Overseas Limited

      _____________________________

      _____________________________

      _____________________________
      


      	1,617,188	 	 	 	1,067,250	 	 
	 	 	 	 	 	 	 	 
	STC Investment Holdings LLC

      _____________________________

      _____________________________

      _____________________________
      	2,156,250	 	 	 	1,423,000	 	 
	 	 	 	 	 	 	 	 
	Solar Capital, LLC

      _____________________________

      _____________________________

      _____________________________

      	718,750	 	 	 	712,000	 	 
	 	 	 	 	 	 	 
	David Hawkins

      _____________________________

      _____________________________

      _____________________________

      	28,750	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Steven Shenfeld

      _____________________________

      _____________________________

      _____________________________

      	86,250	 	 	 	355,000	 	 
	 	 	 	 	 	 	 
	Bradford R. Peck

      _____________________________

      _____________________________

      _____________________________

      	28,750	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Jakal Investments, LLC

      _____________________________

      _____________________________

      _____________________________

      	546,250	 	 	 	712,000	 	 
	 	 	 	 	 	 	 
	Frederick G. Kraegel

      _____________________________

      _____________________________

      _____________________________

      	28,750	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Mark D. Klein

      _____________________________

      _____________________________

      _____________________________

      	539,062	 	 	 	355,750