FIRST AMENDED AND RESTATED LIMITED GUARANTY
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
ACKNOWLEDGED, each of Great American Group, Inc., a Delaware corporation (“ GAG Inc. ”), and Great American Group,
LLC, a Delaware limited liability company (“ Great American ”), as of August 27, 2009, jointly and severally unconditionally
guaranties to Wells Fargo Retail Finance, LLC, (together, with any of its successors-in-interest the “ Lender ”), with an address
at One Boston Place, 18 Floor, Boston, Massachusetts 02108, in its capacity as Lender under the Credit Agreement (as defined
below), in accordance with the terms and conditions hereof, the payment of the Guaranteed Amount (as defined below).
1. DEFINITIONS . All initially capitalized terms used here shall have the same meaning as set forth in the Credit Agreement,
unless otherwise defined herein. As used herein, the following terms have the following meanings:
“ Borrower ” means Great American Group WF, LLC a California limited liability company.
“ Costs of Collection ” means, all reasonable and documented attorneys’ fees and reasonable and documented out-of-
pocket expenses incurred by the Lender’s attorneys, and all reasonable and documented costs and expenses incurred by the
Lender (including, without limitation, reasonable and documented costs and expenses associated with travel), which fees, costs
and expenses arise out of enforcement against Guarantor of this Guaranty.
“ Credit Agreement ” means that certain Credit Agreement dated as of even date herewith by and between the Borrower
and Lender, as amended by the First Amendment to Credit Agreement, dated as of even date herewith, as such agreement may
be amended, supplemented, modified or restated from and after the date hereof.
“ Guaranteed Amount ” means as of any date of determination thereof (i) the aggregate amount of all Liabilities
outstanding as of such date plus , (ii) interest which may accrue on the Liabilities from and after