Amendment to Letter Agreement



 Exhibit 10.10 
 July 28, 2009 
 Alternative Asset Management Acquisition Corp. 
 590 Madison Avenue, 35th Floor 
 New York, N.Y. 10022 
 Great American Group, LLC 
 21860 Burbank Boulevard, Suite 300 South

 Woodland Hills, CA 91367 
 Great American Group, Inc.

 590 Madison Avenue, 35th Floor 
 New York, N.Y. 10022

 Ladies and Gentlemen: 
 Reference is made to that certain
Agreement and Plan of Reorganization dated May 14, 2009, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Agreement and Plan of Reorganization dated May 29, 2009, July 8, 2009 and
July 28, 2009, respectively (the “Purchase Agreement”), by and among the Alternative Asset Management Acquisition Corp., a Delaware corporation (the “Company), Great American Group, Inc. (“GAG Inc.”), a newly-formed
Delaware corporation and wholly-owned subsidiary of the Company, and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc. (“Merger Sub”), on the one hand, and Great American Group, LLC
(“Great American”), the members of Great American (the “Great American Members”) and the representative of each of Great American, the Great American Members and the phantom equityholders of Great American, on the other hand, to
approve the transactions contemplated thereby, including the contribution by the Great American Members of all of the membership interests of Great American to GAG Inc. in exchange for common stock of GAG Inc. and a subordinated promissory note (the
“Contribution”) and the concurrent merger (the “Merger” and, together with the Contribution, the “Acquisition”) of Merger Sub with and into the Company as a result of which the Company and Great American will become
wholly-owned subsidiaries of GAG Inc. and outstanding shares of the Company common stock and warrants will be exchanged for common stock and warrants, respectively, of GAG Inc. All capitalized terms used but not otherwise defined herein shall have
the meanings specified in the Agreement. 
 As of the date hereof, Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC, Jakal
Investments LLC, Mark Klein, David Hawkins, Steven Shenfeld, Bradford Peck and Frederick Kraegel (collectively, the “Founders”) own 10,350,000 shares of Parent Common Stock (the “Founders Restricted Stock”) in the proportion per
Founder set out in the column titled “Current Shares” on Exhibit A hereto. The Founders Restricted Stock is subject to an Escrow Agreement dated August 1, 2007 (the “Escrow Agreement”), by and among the Founders and
Continental Stock Transfer & Trust Company (“Escrow Agent”). The parties to the Agreement entered into the Agreement on the condition that the Founders enter into this letter agreement with respect to the Founders Restricted
Stock. 
 Pursuant to Section 1.6 of the Agreement and the terms of the Escrow Agreement, each of the Founders hereby agrees that all shares of Founders
Restricted Stock (other than the Cancellation Shares, which shall be cancelled as provided herein) shall continue to be subject to the restrictions on disbursement as 







 provided in the Escrow Agreement. Each of the Founders hereby further agrees that the restrictions on disbursement of
such shares of Founders Restricted Stock shall apply mutatis mutandis to any shares of Holdco Common Stock issued in exchange for the Founders Restricted Stock, and all references to “Founders Restricted Stock” herein shall also
refer to such shares of Holdco Common Stock. 
 In addition, pursuant to Section 4.5 of the Agreement, each of the Founders hereby agrees that 1,000,000
shares of the Founders Restricted Stock (the “Contingent Shares”), in the proportion per Founder set out in the column titled “Contingent Shares” on Exhibit A hereto (the “Contingent Shares”), will continue to be held
in escrow and will be released to the Founders upon the Company meeting the performance targets set forth in Section 1.4(b) of the Agreement. The Founders hereby acknowledge and agree that if the Company fails to meet any of the performance
targets set forth in Section 1.4(b) of the Agreement, then the portion of the Contingent Shares that are issuable upon achievement of such target shall be forfeited and cancelled and the Founders shall not be entitled to receive any of such
Contingent Shares. 
 The Founders agree to deliver to the Escrow Agent instructions to cancel on the Closing Date 7,850,000 shares of Founders Restricted
Stock in the proportion per Founder set out in the column titled “Founder Cancellation Shares” on Exhibit A hereto (the “Founder Cancellation Shares”) and 2,500,000 shares of Holdco Common Stock that would have otherwise been
distributed to the Founders in accordance with the Agreement (together with the Founder Cancellation Shares, the “Cancellation Shares”). Regardless of whether such delivery is completed, on the Closing Date, the Escrow Agent is hereby
authorized to cancel the Cancellation Shares. 
 At the effective time of the Acquisition, the warrants issued to certain existing
stockholders in conjunction with the Company’s initial public offering, with each such warrant exercisable into one share of the Company’s common stock at $7.50 per share (the “Sponsors’ Warrants”), shall only represent the
right to: (a) redeem such Sponsors’ Warrants at a price of FIFTY HUNDREDTHS OF ONE DOLLAR ($0.50) per Warrant at any time on or prior to the ninetieth (90th) day following the Acquisition pursuant to the Warrant Redemption Proposal (defined below) or (b) exchange such
Sponsors’ Warrants for warrants of GAG Inc., within the ninety (90) day period following the Acquisition and pursuant to a warrant exchange to be offered by GAG Inc., with such warrants of GAG Inc. having an exercise price greater than
SEVEN DOLLARS AND FIFTY HUNDREDTHS OF ONE DOLLAR ($7.50) and an exercise period ending after July 31, 2012 (the existing exercise date of the expiration period). The Founders will either (a) redeem or (b) exchange their respective
Sponsors’ Warrants as described herein, in accordance with the election made by a majority in interest of GAG Inc. warrantholders. The “Warrant Redemption Proposal” means the amendment to the Warrant Agreement that would
(a) permit AAMAC to redeem all of the outstanding warrants, including those held by AAMAC’s sponsors, at any time on or prior to the ninetieth (90th) day following the Acquisition, at a price of $.50 per warrant and (b) delay the commencement of the exercisability of
the warrants from immediately following the Acquisition to the 91st day following
the consummation of the Acquisition. 
 The Founders hereby agree to execute such additional documents and to provide Holdco, Parent or their respective
transfer agents with any further assurances as may be necessary to effect the transactions described in this letter agreement including the cancellation of the Cancellation Shares, including without limitation, any amendments to the Escrow
Agreement, and the lockup agreement, registration rights agreement and insider’s letter to which the Founders are currently subject with respect to the Parent Common Stock. 
 This Insider Letter supersedes the Insider Letter dated May 12, 2009 and the amendment thereto dated July 8, 2009 in their entirety. 
 [Signatures on the following pages] 







 This letter may be executed in any number of counterparts, each of which shall be enforceable against the parties that
actually executed such counterparts, and all of which shall constitute one and the same instrument. 
  

			
	Very truly yours,
	
	 OHL Limited

	(previously called HANOVER OVERSEAS LIMITED)
		
	 By:
	 	 /s/    Eric Watson

	 Name:
	 	Eric Watson
	 Title:
	 	Director
	
	STC INVESTMENT HOLDINGS LLC
		
	 By:
	 	 /s/    Illegible

	 Name:
	 	
	 Title:
	 	
	
	SOLAR CAPITAL, LLC
		
	 By:
	 	 /s/    Michael S. Gross

	 Name:
	 	Michael S. Gross
	 Title:
	 	Chairman and CEO
	
	JAKAL INVESTMENTS LLC
		
	 By:
	 	 /s/    Paul Lapping

	 Name:
	 	Paul Lapping
	 Title:
	 	Manager
	
	 /s/    Mark Klein

	Mark Klein
	
	 /s/    David Hawkins

	David Hawkins
	
	 /s/    Steven Shenfeld

	Steven Shenfeld
	
	 /s/    Bradford Peck

	Bradford Peck
	
	 /s/    Frederick Kraegel

	Frederick Kraegel


 [Signature Page to Insider Letter] 







 Agreed and acknowledged, this 28th day of 
 July, 2009: 
  

			
	ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.
		
	By:	 	 /s/    Paul Lapping

	Name:	 	Paul Lapping
	Title:	 	Chief Financial Officer
	
	GREAT AMERICAN GROUP, LLC
		
	By:	 	 /s/    Andrew Gumaer

	Name:	 	Andrew Gumaer
	Title:	 	Chief Executive Officer
	
	GREAT AMERICAN GROUP, INC.
		
	By:	 	 /s/    Mark Klein

	Name:	 	Mark Klein
	Title:	 	Chief Executive Officer

 [Signature Page to Insider Letter] 







 Exhibit A 
  

									
	 Name
	  	Current Shares	  	Founder
Cancellation
Shares	  	Contingent
Shares	  	GAG Inc.
Cancellation
Shares1
	 Hanover Overseas Limited
	  	2,910,938	  	2,207,813	  	281,250	  	703,125
	 STC Investment Holdings LLC
	  	3,881,250	  	2,943,750	  	375,000	  	937,500
	 Solar Capital, LLC
	  	1,293,750	  	981,250	  	125,000	  	312,500
	 Jakal Investments LLC
	  	983,250	  	745,750	  	95,000	  	237,500
	 Mark Klein
	  	970,312	  	735,937	  	93,750	  	234,375
	 David Hawkins
	  	51,750	  	39,250	  	5,000	  	12,500
	 Steven Shenfeld
	  	155,250	  	117,750	  	15,000	  	37,500
	 Bradford Peck
	  	51,750	  	39,250	  	5,000	  	12,500
	 Frederick Kraegel
	  	51,750	  	39,250	  	5,000	  	12,500
	 Total
	  	10,350,000	  	7,850,000	  	1,000,000	  	2,500,000

  

	(1)	The GAG Inc. cancellation shares represent the number of GAG Inc. shares received in the exchange of 2.00 shares of GAG Inc. common stock for each share of Company common stock that
are to be canceled per each Founder.