INVESTMENT
MANAGEMENT TRUST AGREEMENT

      


      This
agreement (“Agreement”) is made as of May 19, 2010 by and between 57th Street
General Acquisition Corp. (the “Company”) its principal office located at 590
Madison Avenue, 35th Floor,
New York New York 10022 and Continental Stock Transfer & Trust Company
(“Trustee”) located at 17 Battery Place, New York, New York 10004.

      


      WHEREAS,
the Company’s registration statement, as amended, on Form S-1, No. 333-163134
(“Registration Statement”), for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
the Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement); and

      


      WHEREAS,
Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative
of the underwriters in the IPO pursuant to an underwriting agreement
(“Underwriting Agreement”); and

      


      WHEREAS,
simultaneously with the IPO, 57th Street
GAC Holdings LLC, the sponsor of the Company and the underwriters (including
Morgan Joseph), will be purchasing an aggregate of 3,700,000 warrants (“Insider
Warrants”) from the Company for an aggregate purchase price of $1,850,000;
and

      


      WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Amended and Restated Certificate of Incorporation, $50,000,000 of the gross
proceeds of the IPO and sale of the Insider Warrants  ($57,357,500 if
the underwriters over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a trust account for the benefit of
the Company and the holders of the Company’s common stock, par value $0.0001 per
share, issued in the IPO as hereinafter provided and in the event the Units are
registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised
Statutes. A copy of the Colorado Statute is attached hereto and made a part
hereof (the aggregate amount to be delivered to the Trustee, including any
amounts constituting a tax refund of the Company’s income tax obligation, will
be referred to herein as the “Property”; the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to a
deferred fee of 1.1% of the gross proceeds of the IPO (“Deferred Fee’) payable
to the underwriters (including Morgan Joseph) solely upon the consummation of
the Company’s initial business transaction (“Business Transaction”) and pursuant
to the terms of the Underwriting Agreement;

      


      WHEREAS,
pursuant to the Underwriting Agreement and certain letter agreements between the
Company and 57th Street
GAC Holdings LLC, the Company and 57th Street
GAC Holdings LLC have agreed that any tax refund received by the Company on its
income tax obligation will become a portion of the Property; and

      


      WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;

      


      NOW
THEREFORE, IT IS AGREED:

      


      1.           Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants
to:

      


      (a)      Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the Trustee at
J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the
Company that is satisfactory to the Trustee;

      


      (b)      Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (c)      In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or
less, and/or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and
(c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
determined by the Company; except however, that any portion of the Property
constituting a tax refund of the Company’s income tax obligation shall not be
invested as otherwise set forth in this paragraph 1(c); in this regard, it is
understood that the Trust Account will earn no interest while account funds are
uninvested awaiting company instructions hereunder.

      


      (d)      Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;

      


      (e)      Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;

      


      (f)       Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of its tax returns;

      


      (g)      Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so, so
long as the Company shall have advanced funds sufficient to pay the Trustee’s
expenses incident thereto.

      


      (h)      Render
to the Company, and to such other person as the Company may instruct, monthly
written statements of the activities of, and amounts in, the Trust Account,
reflecting all receipts and disbursements of the Trust Account;
and



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (i)       Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit
A,  Exhibit B or Exhibit C hereto, signed on behalf of the Company by
its Chief Executive Officer, President or Chairman of the Board and Secretary or
Assistant Secretary, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in
the event that a Termination Letter has not been received by the Trustee by the
15-month anniversary of the Effective Date of the Registration Statement, the
Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B hereto and distributed to the
stockholders of record on such 15-month anniversary date.  In the
event the Trustee receives a Termination Letter in a form substantially similar
to Exhibit B hereto, or if the Trustee begins to liquidate the Property because
it has received no such Termination Letter by the 15-month anniversary of the
Effective Date of the Registration Statement, following the liquidation of the
Property, the Trustee shall keep the Trust Account open until the earlier to
occur of (i) twelve (12) months following the date the Property has been
distributed to the Public Stockholders; (ii) the Trustee’s receipt of a
Termination Letter in a form substantially similar to Exhibit C hereto; or (iii)
a notice from the Company’s independent auditors  stating that the
Company will not be receiving any tax refund on its income tax
obligation.  The provisions of this paragraph 1(i) may not be
modified, amended or deleted under any circumstances.

      


      2.           Limited
Distributions of Income from Trust Account.

      


      (a)      Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company from the Trust Account the amount necessary to cover
any tax obligation owed by the Company and, to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, liquidate such
assets held in the Trust Account as shall be designated by the Company in
writing to make such distribution; provided, however, that if the tax to be paid
is a franchise tax, the written request by the Company shall be accompanied by a
copy of the annual franchise tax bill from the State of Delaware and a statement
of the principal financial officer of the Company setting forth the actual
amount payable.  The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to said
funds, and the trustee has no responsibility to look beyond said request.


      


      (b)      Upon
written request from the Company, which shall be given in a form substantially
similar to that attached hereto as Exhibit C, the Trustee shall distribute to
the Company’s Public Stockholders, amounts deposited by the Company to the Trust
Account that the Company has represented to be tax refund(s) of the Company’s
income tax obligations.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      (c)      The
limited distributions referred to in paragraph 2(a) above shall be made only
from income collected on the Property, and in no event shall the payments
authorized by paragraph 2(a) and 2(b) cause the amount in the Trust Account to
fall below the amount initially deposited into the Trust
Account.  Except as provided in paragraph 2(a) and 2(b) above, no
other distributions from the Trust Account shall be permitted except in
accordance with paragraph 1(i) hereof; and

      


      (d)      In
all cases, the Company shall promptly provide Morgan Joseph with a copy of any
Termination Letters and/or any other correspondence that it issues to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly
after such issuance.

      


      3.           Agreements
and Covenants of the Company.  The Company hereby agrees and covenants
to:

      


      (a)      Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or Chief Executive Officer, and other officers as
specified in paragraph 1(i).  In addition, except with respect to its
duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of
the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;

      


      (b)      Subject
to the provisions of paragraph 5 of this Agreement, hold the Trustee harmless
and indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action taken by the trustee hereunder or any claim,
potential claim, action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any way
arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or
willful misconduct.  Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”).  The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably
withheld.  The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which consent shall not be
unreasonably withheld.  The Company may participate in such action
with its own counsel;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      (c)      Pay
the Trustee the fees set forth on Schedule A hereto, including an initial
acceptance fee, an annual fee and a transaction processing fee for each
disbursement made pursuant to paragraph 2(a), which fees shall be subject to
modification by the parties from time to time.  It is expressly
understood that the Property shall not be used to pay such fees and further
agreed that any fees owed to the Trustee shall be deducted by the Trustee from
the disbursements made to the Company pursuant to paragraphs 1(i) solely in
connection with the consummation of the Company’s Business Transaction and 2(a)
and 2(b).  The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date;

      


      (d)      In
connection with the vote, if any, of the Company’s stockholders regarding a
Business Transaction, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and/or tabulating
stockholder votes verifying the vote of the Company’s stockholders regarding
such Business Transaction; and

      


      (e)      In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to
Exhibit B, Exhibit C or Exhibit D, the Company will not give the Trustee
disbursement instructions which would be prohibited under this
Agreement.

      


      (f)       Promptly
after the Deferred Fee shall become determinable on a final basis, to provide
the Trustee notice in writing (with a copy to Morgan Joseph) of the total amount
of the Deferred Fee.

      


      (g)      In
the event the Company is entitled to receive a tax refund on its income tax
obligation, and promptly after the amount of such refund is determined on a
final basis, to provide the Trustee with notice in writing (with a copy to
Morgan Joseph) of the amount of such income tax refund.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      4.           Limitations
of Liability.  The Trustee shall have no responsibility or liability
to:

      


      (a)      Take
any action with respect to the Property, other than as directed in paragraphs 1
and 2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;

      


      (b)      Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced to
it funds sufficient to pay any expenses incident thereto;

      


      (c)      Change
the investment of any Property, other than in compliance with paragraph
1(c);

      


      (d)      Refund
any depreciation in principal of any Property;

      


      (e)      Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;

      


      (f)       The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct.  The Trustee 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 Trustee, (which counsel may be company
counsel) 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 Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons.  The Trustee shall not
be bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or
parties and, if the duties or rights of the Trustee are affected, unless it
shall give its prior written consent thereto;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      (g)      Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and

      


      (h)      File
local, state and/or Federal tax returns or information returns with any taxing
authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account,
relating to the income earned on the Property, or the principal in the
account.

      


      (i)       Pay
or report any taxes on behalf of the Trust Account other than pursuant to
paragraph 2(a).

      


      (j)       Imply
obligations, perform duties, inquire or otherwise be subject to the provisions
of any agreement or document other than this agreement and that which is
expressly set forth herein.

      


      (k)      Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to paragraph 1(i), 2(a) or 2(b). above.

      


      5.           No
Right of Set-Off.  The Trustee waives any right of set-off or any
right, title, interest or claim of any kind that the Trustee may have against
the Property held in the Trust Account.  In the event the Trustee has
a claim against the Company under this Agreement, including, without limitation,
under paragraph 3(b), the Trustee will pursue such claim solely against the
Company and not against the Property held in the Trust
Account.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      6.           Termination.  This
Agreement shall terminate as follows:

      


      (a)      If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with
this Agreement.  At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or

      


      (b)      At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to paragraph 3(b).

      


      7.           Miscellaneous.

      


      (a)      The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account.  The Company and the Trustee will each restrict access
to confidential information relating to such security procedures to authorized
persons.  Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the
wire.

      


      (b)      This
Agreement shall be governed by and construed and enforced 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.  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.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      (c)      This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  Except for paragraph 1(i)
(which may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto;
provided, however, that no such change, amendment or modification (other than to
correct a typographical error) may be made without the prior written consent of
Morgan Joseph, who, along with each other underwriter, the parties specifically
agree is and shall be a third party beneficiary for purposes of this
Agreement.  In this regard, the Trustee may request an opinion from
company counsel as to the legality of any proposed amendment as a condition to
its executing said amendment.  As to any claim, cross-claim or
counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury.

      


      (d)      The
parties hereto consent to the personal jurisdiction and venue of any state or
federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.

      


      (e)      Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:

      


      if to the
Trustee, to:

      


      Continental
Stock Transfer

      &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
G. Nelson, Chairman, and

      Frank A.
DiPaolo, CFO

      Fax
No.:  (212) 509-5150



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      if to the
Company, to:

      


      57th
Street General Acquisition Corp.

      590
Madison Avenue, 35th
Floor

      New York,
New York 10022

      Attn:  Mark
D. Klein, Chief Executive Officer

      Fax
No.:  (212) 409-2407

      


      in either
case with a copy to:

      


      Morgan
Joseph & Co. Inc.

      600 Fifth
Avenue, 19th
Floor

      New York,
New York 10020

      Attn:  Tina
Pappas, Managing Director

      Fax
No.:  (212) 218-3760

      


      (f)       This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.

      


      (g)      Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.  The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee
has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the
Trust Account.

      


      (h)      For
so long as the Property is held in the Trust Account, Morgan Joseph, on behalf
of the other underwriters in the IPO, shall be third party beneficiaries, on
behalf of itself and such other underwriters, with respect this Agreement and
shall be entitled to enforce the terms of this Agreement to the same extent as
if it were party to this Agreement.

      


      [Signature
page follows]


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first
written above.

      


      CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee

      


      
        
          
            
              	 
      	
                      By:

                    	
                      /s/ Steven Nelson

                    
	 
      	 
      	
                      Name:
      Steven G. Nelson

                    
	 
      	 
      	
                      Title:
      President and Chairman of the
Board

                    


            

          

        

      

       

      
        
          	 
      	
                  57TH STREET GENERAL ACQUISITION CORP.

                
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                  /s/ Paul Lapping

                
	 
      	 
      	 
      	
                  Name: Paul Lapping

                
	 
      	 
      	 
      	
                  Title:  Secretary and Chief Financial Officer

                


        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      SCHEDULE
A

      


      
        
          
            
              
                
                  
                    
                      	
                              Fee Item

                            	 	
                              Time and method of

                              payment 

                            	 	
                              Amount

                            
	
                              Initial
      acceptance fee

                            	 	
                              Initial
      closing of IPO by wire transfer

                            	 	
                              $1,000

                            
	
                              Annual
      fee

                            	 	
                              First
      year, initial closing of IPO by wire transfer; thereafter on the
      anniversary of the effective date of the Registration Statement by wire
      transfer or check

                            	 	
                              $5,000

                            
	
                              Transaction
      processing fee for disbursements to Company under paragraph
      2(a)

                            	 	
                              Deduction
      by Trustee from accumulated income following disbursement made to Company
      under paragraph 2

                            	 	
                              $250

                            
	
                              Paying
      agent services for distributions made to shareholders pursuant to
      paragraphs 1(i) and 2(b)

                            	 	
                              Liquidation
      of trust pursuant to 1(i) and  distribution of tax refunds, as
      directed by the Company pursuant to letter instruction in the form of
      Exhibit E

                            	 	
                              Usual
      and customary service fees from time to time applicable to Paying Agent
      services.

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      EXHIBIT
A

      


      [Letterhead of
Company]

      


                       [Insert
date]

      


      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:     Trust
Account
No.     -           Termination
Letter

      


      Gentlemen:

      


      Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of _________, 2010 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”) to consummate a business transaction with
Target Business (“Business Transaction”) on or about [insert
date].  The Company shall notify you at least 48 hours in advance of
the actual date of the consummation of the Business Transaction (“Consummation
Date”).

      


      In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account
investments on________________ ,  and to transfer the proceeds to the
above referenced checking account at J.P. Morgan Chase Bank, N.A. to the effect
that, on the Consummation Date, all of funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date.  It is acknowledged and agreed
that while the funds are on deposit in the trust checking account awaiting
distribution, Trust Account will not earn any interest or
dividends.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the Business
Transaction has been consummated and (b) the provisions of Section 11-51-302(6)
and Rule 51-3.4 of the Colorado Statute have been met and (ii) the Company shall
deliver to you [(a) [an affidavit] [a certificate] of __________________, which
verifies the vote of the Company’s stockholders in connection with the Business
Transaction and (b)]1
joint written instructions signed by the Company and Morgan Joseph with respect
to the transfer of the funds held in the Trust Account, including the Deferred
Fee (“Instruction Letter”).  You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the counsel’s letter and the Instruction Letter, in accordance with the terms of
the Instruction Letter.  In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date to the Company.  Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.

      


      In the event that the Business
Transaction is not consummated on the Consummation Date described in the notice
thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be
reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as
possible.


      

        
          

        

      

      
        1  Include
only if there is a stockholder vote.

         

        
          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

         

      

      
        
          
            	 
      	 
      	
                    Very
      truly yours,

                  
	 
      	 
      	 
      
	 
      	
                    57TH
      STREET GENERAL ACQUISITION CORP.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Mark
      D. Klein, Chief Executive Officer

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Paul
      D. Lapping, Secretary

                  


          

        

      

      


      cc:
Morgan Joseph & Co. Inc.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      EXHIBIT
B

      


      [Letterhead
of Company]

      


      [Insert
date]

      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:           Trust
Account
No.    -       Termination
Letter

      


      Gentlemen:

      


      Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ________, 2010 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Transaction with a
Target Company within the time frame specified in the Company’s Certificate of
Incorporation, as described in the Company’s prospectus relating to its
IPO.

      


        In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust
Account investments on ______________2011 and to transfer the total proceeds to
the Trust Checking Account at J.P. Morgan Chase Bank, N.A. to await distribution
to the stockholders. The Company has selected ____________ 20 ___as the record
date for the purpose of determining the stockholders entitled to receive their
share of the liquidation proceeds.  You agree to be the Paying Agent
of record and in your separate capacity as Paying Agent and to distribute said
funds directly to the Company’s stockholders (other than with respect to the
initial, or insider shares) in accordance with the terms of the Trust Agreement,
the Certificate of Incorporation of the Company, and your standard
fees.   Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated,
provided, however, that in the event the Company receives a refund of taxes paid
on its income tax obligation, the Trustee agrees to immediately distribute the
proceeds of such refund on a pro-rata basis to each stockholder receiving a
distribution hereunder.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            	 
      	 
      	
                    Very
      truly yours,

                  
	 
      	 
      	 
      
	 
      	
                    57TH
      STREET GENERAL ACQUISITION CORP.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Mark
      D. Klein, Chief Executive Officer

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Paul
      D. Lapping, Secretary

                  


          

        

      

      


      cc:
Morgan Joseph & Co. Inc.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
C

      [Letterhead
of Company]

      [Insert
date]

      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:      Trust
Account
No.    -       Termination
Letter

      


      Gentlemen:

      


      Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ________, 2010 (“Trust Agreement”), this is to advise
you that the Company will be receiving a refund of a portion of the taxes it
paid to satisfy its income tax obligation.

      


        In accordance with the
terms of the Trust Agreement, we hereby authorize you to deposit the proceeds of
such tax refund in the Trust Account, and to transfer the total proceeds to the
Trust Checking Account at J.P. Morgan Chase Bank, N.A. for immediate
distribution to the Company’s stockholders (the “Former Stockholders”) of record
as of the date on which the Company redeemed the shares of common stock sold in
its initial public offering.  You agree to be the Paying Agent of
record and in your separate capacity as Paying Agent and to distribute said
funds directly to the Former Stockholders (other than with respect to the
initial, or insider shares) in accordance with the terms of the Trust Agreement,
Certificate of Incorporation of the Company, and your standard
fees.  Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.

      


      
        
          
            	 
      	 
      	
                    Very
      truly yours,

                  
	 
      	 
      	 
      
	 
      	
                    57TH
      STREET GENERAL ACQUISITION CORP.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Mark
      D. Klein, Chief Executive Officer

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    Paul
      D. Lapping, Secretary

                  


          

        

      

      


      cc:
Morgan Joseph & Co. Inc.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
D

      [Letterhead
of Company]

      [Insert
date]

      


      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place, 8th Floor

      New York,
New York 10004

      Attn:  Steven
Nelson Cynthia Jordan

      


      Re:      Trust
Account No.

      


      Gentlemen:

      


      Pursuant to paragraph 2(a) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ___________, 2010 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income
earned on the Property as of the date hereof. The Company needs such funds to
pay for its tax obligations. The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax
statement.  In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:

      


      [WIRE
INSTRUCTION INFORMATION]

      


      
        
          
            
              
                
                  	 
      	
                          57TH
      STREET GENERAL ACQUISITION CORP.

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	
                          Mark
      D. Klein, Chief Executive Officer

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	
                          Paul
      D. Lapping,
Secretary

                        


                

              

            

          

        

      

      


      cc:
Morgan Joseph & Co. Inc.



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      EXHIBIT
E

      


      
        
          
            
              	
                      AUTHORIZED
      INDIVIDUAL(S)

                    	 
      	
                      AUTHORIZED

                    
	
                      FOR TELEPHONE CALL BACK

                    	 
      	
                      TELEPHONE

                    
	
                      NUMBER(S)

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Company:

                    	 
      	 
      
	 
      	 
      	 
      
	
                      57th
      Street General Acquisition Corp.

                    	 
      	 
      
	
                      590
      Madison Avenue, 35th
      Floor

                    	 
      	 
      
	
                      New
      York, New York 10022

                    	 
      	 
      
	
                      Attn:  Mark
      D. Klein, Chief Executive Officer

                    	 
      	
                      (212)
      409-2434

                    
	 
      	 
      	 
      
	
                      Trustee:

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Continental
      Stock Transfer

                    	 
      	 
      
	
                        &
      Trust Company

                    	 
      	 
      
	
                      17
      Battery Place

                    	 
      	 
      
	
                      New
      York, New York 10004

                    	 
      	 
      
	
                      Attn:  Frank
      Di Paolo, CFO

                    	 
      	
                      (212)
      845-3270