Unassociated Document


    Exhibit
10.1

    


    INVESTMENT
MANAGEMENT TRUST AGREEMENT

    


    This agreement (“Agreement”) is made as
of ___________, 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, will be purchasing an
aggregate of 3,000,000 warrants (“Insider Warrants”) from the Company for an
aggregate purchase price of $1,500,000; and

    


    WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and
Restated Certificate of Incorporation, $48,750,000 of the gross proceeds of the
IPO and sale of the Insider Warrants ($56,025,000 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)
an advisory fee equal to 1% of the gross proceeds of the IPO (which fee shall be
increased to 1.5% if the Company consummates its initial business transaction
(“Business Transaction”) with a business or asset introduced to it by Morgan
Joseph) (“Advisory Fee”) payable to Morgan Joseph and (B) a contingent fee equal
to 2.5% of the aggregate amount of the Property released to the Company
(excluding the Advisory Fee) and/or to the target of the Company’s Business
Transaction upon consummation of the Company’s Business Transaction payable to
Morgan Joseph and such other firms, if any, who are instrumental in advising the
Company in connection with the consummation of the Business Transaction
(“Contingent Fee”), , in each case, solely upon the consummation of the
Company’s 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
[_________] 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; provided however, that any portion of the Property
constituting a tax refund of the Company’s income tax obligation shall be
immediately distributed to the Company’s Public Stockholders, and shall not be
invested as otherwise set forth in this paragraph 1(c);

    


    (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;

    


    (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;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           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 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) above, no other distributions from
the Trust Account shall be permitted except in accordance with paragraph 1(i)
hereof; and

    


    (c)           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. In addition, except with
respect to its duties under paragraphs 1(i), and 2(a) 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 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 an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to paragraph 2(a) as set
forth on Schedule A hereto, 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 a Business Transaction and 2(a). 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;

    


    (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 Advisory Fee and Contingent 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 Advisory Fee and Contingent Fee; and

    


    (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 or
guaranteed 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), 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; 

    


    (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;

    


    (i)           Pay
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; and

    


    (j)           Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to paragraph 1(i) or 2(a) 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. Upon
receipt of written instructions, the Trustee will confirm such instructions with
an Authorized Individual at an Authorized Telephone Number listed on the
attached Exhibit E. 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. 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 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.:
(___) ___-____

    


    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) 218-3719

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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:

                  	 
      
	 	 
      	
                    Name:

                  
	 	 
      	
                    Title:

                  
	 	 
      	 
      
	 	
                    57TH
      STREET GENERAL ACQUISITION CORP.

                  
	 	 
      	 
      
	 	
                    By:

                  	 
      
	 	 
      	
                    Name:

                  
	 	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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

                                	 	$	3,000	 
	
                                  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	 


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 commence to liquidate the Trust
Account investments on________________ , and to transfer the proceeds to the
above referenced checking account at [Bank] 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, the Company 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 Advisory
Fee and Contingent 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.

     

    
      
        

      

    

    
      1 Include
only if there is a stockholder vote.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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.

    


    
      
        
          
            	 	
                    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 [Bank] to await
distribution to the stockholders. The Company has selected ____________ 20
__2as 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 and the Certificate
of Incorporation of the Company. 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

                


        

      

    

     

    
      
        

      

    

    
      2 Insert
date that is 15 months form the effective date of the IPO registration
statement.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      
        
          	 	
                  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 [Bank] 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 and the Certificate
of Incorporation of the Company. 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