Rule 10B5-1 Stock Purchase Plan

Rule 10b5-1 Stock Purchase Plan


This Rule 10b5-1 Stock Purchase Plan (this " Purchase Plan"), is entered into on ______, 2007 by and between Citigroup Global Markets Inc. ("Citi" or "Broker"), Alternative Asset Management Acquisition Corp., a Delaware corporation (the "Company"), and _____________ ("Sponsor").


WHEREAS, Sponsor desires to establish a plan that qualifies for the affirmative defense and safe harbor provided by Rules 10b5-1 ("Rule 10b5-1") and 10b-18 ("Rule 10b-18"), respectively, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to purchase shares of common stock, par value $0.0001 per share (the "Shares"), of the Company, as described in the Company's Registration Statement on Form S-1 relating to the initial public offering of the Company;


WHEREAS, Sponsor desires to engage Citi as its exclusive agent to purchase Shares on its behalf in accordance with this Purchase Plan and the Program; and


WHEREAS, Sponsor has established or, prior to effecting transactions under this Purchase Plan will establish, an account (the "Account") with Citi by executing an account agreement and all other necessary ancillary documents with Citi.


NOW, THEREFORE, Citi, the Company and Sponsor hereby agree as follows:


1. Engagement of Broker


During the term of this Purchase Plan, Citi shall act as Sponsor's exclusive agent to purchase Shares pursuant to this Purchase Plan. Subject to the terms and conditions set forth herein, Citi hereby accepts such appointment and engagement.


2. Trading Instructions


(a) Citi is authorized to begin purchasing Shares as agent for Sponsor pursuant to this Purchase Plan on the later of (i) 10 Business Days (as defined below) after the Company files a Current Report on Form 8-K (the "Signing 8-K") with the Securities and Exchange Commission announcing its execution of a definitive agreement for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with an operating business (the "Business Combination"), and (ii) 60 calendar days after termination of the "restricted period" in connection with the Company's initial public offering under Regulation M (the "Commencement Date"). Citi shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the "Plan Period". For the avoidance of doubt, Citi shall not begin purchasing Shares as agent for Sponsor until it receives written notification from the


Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein.


(b) In accordance with Citi's customary procedures, Citi will deposit Shares purchased hereunder into the Account against payment to Citi of the purchase price therefor and commissions and other fees in respect thereof.


(c) Citi will notify Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction.


(d) (i) On each day on which the American Stock Exchange (the "Exchange") is open for trading (each, a "Business Day"), Citi shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor, the lesser of (x) the maximum number of Shares Sponsor could purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto.


(ii) Sponsor shall pay to Broker a commission of $_____ per Share so purchased.


(e) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.


(f) From the date hereof until the Termination Date, Sponsor agrees to provide to Broker, on a quarterly basis, statements confirming that Sponsor has sufficient funds necessary to satisfy its obligations hereunder.


3. Broker's Discretion to Deviate from Trading Instructions


(a) Subject to the Share Repurchase Guidelines and other terms and conditions set forth in this Purchase Plan, Citi shall have full discretion with respect to the execution of all purchases, and Sponsor acknowledges and agrees that Sponsor does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such purchases of Shares pursuant to this Purchase Plan.


(b) In the event that, on any Business Day, in the opinion of Citi's counsel, effecting purchases hereunder would result in a violation of applicable law or a breach of any contract to which Citi or its affiliates are a party or by which it or its affiliates are bound or such purchases would result in a violation of applicable law by the Sponsor (collectively, "Restrictions"), Citi may refrain from purchasing Shares or purchase fewer than the otherwise applicable number of Shares to be purchased set forth in the Share Repurchase Guidelines, as determined by Citi, in its discretion with regard to such Restrictions.


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4. Termination Date


This Purchase Plan shall terminate upon the Termination Date. "Termination Date" means the earliest of:


(a) the Business Day immediately preceding the record date for the meeting of stockholders at which the Company's initial business combination is to be voted upon by the Company's stockholders; ...