Exhibit 10.11 



Right of First Review
Agreement for Alternative Asset Management Acquisition Corp. 





___________, 2007  



Alternative Asset Management Acquisition Corp. 
590
Madison Avenue 
35th Floor
 New York, New York  10022 



        Re:
Initial Public Offering of Alternative Asset Management  Acquisition Corp. 



Ladies and 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  of the underwriters  named therein  (the  “Underwriters”),
 relating  to  an  underwritten  initial  public offering (the “IPO”) of the Company’s
units (the “Units”), each Unit composed of one share of the  Company’s  common  stock,
 par value  $0.0001  per share  (the “Common Stock”),  and one warrant,  which is
exercisable for one share of Common Stock (the  “Warrants”).  Certain  capitalized  terms
used herein are defined in paragraph 3 hereof. 



        In
order to induce the Company and the  Underwriters  to enter into the Underwriting
 Agreement  and to  proceed  with  the IPO and for  other  good and valuable
 consideration,  the  receipt  and  sufficiency  of  which  are  hereby acknowledged, the
undersigned hereby agree with the Company as follows: 



        1.
 The  undersigned   agree  that  from  the  effective  date  of  the Registration
 Statement on Form S-1 filed by the Company in connection  with the IPO (the
“Registration  Statement”) until the earlier of (i) the consummation of an Initial
Business Combination or (ii) 24 months from the effective date of the Registration
 Statement,  the Company  shall have the right of first review (the “Right of First
Review”) with respect to business  combination  opportunities of the undersigned and
companies or other entities which the undersigned  manage or control in the alternative
asset management sector or a related business with an enterprise  value of $155 million
or more. The undersigned will first offer, and will cause such companies or other
entities under their management or control to first offer (subject to any fiduciary
 obligations the undersigned or members of management  or  members of the board of
 directors  of such  companies  or other entities may have),  any such business
 combination  opportunity to the Company. The  undersigned  will not,  and will cause
each  company or other  entity under their management or control not to, pursue such
business combination opportunity unless and until the  independent  directors of the
Company’s board of directors has determined for any reason that the Company will not
pursue such opportunity. 



        2.
 Each of the  undersigned  has the full  right  and  power,  without violating  any
 agreement by which he or it is bound,  to enter into this letter agreement. 



        3.
As used herein,  (i) “Initial Business  Combination”  shall mean the acquisition through
a merger, capital stock exchange,  asset acquisition,  stock purchase,  reorganization or
other similar business combination,  of one or more businesses  or assets in  connection
 with which the Company will require that a majority  of the shares of Common  Stock
 voted by the Public  Stockholders  are voted in favor of such acquisition and Public
 Stockholders owning less than 30% of the IPO Shares exercise their conversion rights;
(ii) “IPO Shares” shall mean the shares of Common  Stock  underlying  the Units  issued
in the IPO; and (iii) “Public Stockholders” shall mean purchasers of Common Stock in the
IPO or in the secondary market,  including any of the Company’s officers or directors or
their 




 
	 	
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affiliates,  including  the
 undersigned,  to the extent  that they  purchase or acquire Common Stock in the IPO or
the secondary market. 



        4.
 Each of the  undersigned  acknowledges  and  understands  that  the Company and the
Underwriters 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. 



        5.
This letter  agreement shall be binding on the undersigned and their successors and
assigns.  This letter agreement shall terminate on the earlier of (i) the consummation of
an Initial Business  Combination and (ii) 24 months from the effective date of the
Registration Statement; provided that such termination shall not relieve the  undersigned
 from liability for any breach of this letter agreement prior to its termination. 



        6.
This  letter  agreement  shall be governed  by and  interpreted  and construed in
 accordance  with the laws of the State of New York  applicable  to contracts  formed
 and to be  performed  entirely  within the State of New York, without  regard to the
 conflicts of law  provisions  thereof to the extent such principles  or rules  would
 require  or permit the  application  of the laws of another jurisdiction. 



        7.
No term  or  provision  of this  letter  agreement  may be  amended, changed,  waived,
 altered or modified except by written instrument executed and delivered by the party
against whom such amendment,  change, waiver,  alteration or modification is to be
enforced. 



[Signature Page
Follows] 




 
	 	
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        IN
WITNESS WHEREOF,  the parties hereto have executed this agreement as of the date first
set forth above. 

	  	
      
      __________________________________

        Mark D. Klein


                                                                       

      __________________________________

        Paul D. Lapping

                                                                       

      Hanover Group US, LLC

                                                                       

      By: _______________________________

        Name:

                                                                       Title:


      


 







ACCEPTED AND AGREED: 




Alternative Asset Management Acquisition Corp. 


By: _______________________________

               Michael J. Levitt. Chairman







Signature Page to
Right of First Review Agreement 




 
	 	
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