Exhibit
10.5

    ____________
___, 2010

    


    57th Street
General Acquisition Corp.

    590
Madison Avenue, 35th
Floor

    New York,
New York 10022

    


    Morgan
Joseph & Co. Inc.

    600 Fifth
Avenue, 19th Floor

    New York,
NY 10020-2302

    


    Re:           Initial Public
Offering

    


    Gentlemen:

    


    The
undersigned officer and director of 57th Street General Acquisition Corp.
(“Company”), in
consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into
a letter of intent (“Letter of
Intent”) to underwrite an initial public offering of the securities of
the Company (“IPO”) and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 11 hereof):

    


    1.           Solely
in the event that the Company solicits its stockholders for approval of a
Business Transaction, the undersigned will vote all IPO Shares acquired in
connection with or following the IPO in favor of such Business
Transaction.

    


    2.           In
the event that the Company fails to consummate a Business Transaction within 15
months from the effective date of the Company’s registration statement, as
amended, relating to the IPO (the “Registration Statement”), as
more fully described in the Registration Statement, the undersigned will take
all reasonable actions within his power to cause the Company to (i) cease all
operations except for the purposes of winding up, (ii) redeem 100% of the IPO
Shares for cash equal to their pro rata share of the aggregate amount then on
deposit in the Trust Account, less taxes, which redemption will completely
extinguish the rights of holders of IPO Shares (including the right to receive
further liquidation distributions, if any), subject to applicable law, and
subject to the requirement that any refund of income taxes that were paid from
the Trust Account which is received after the redemption of IPO Shares be
distributed to the former holders of record of such IPO Shares as of the date of
redemption, and (iii) as promptly as possible following such redemption,
dissolve and liquidate the balance of the Company’s net assets to its remaining
stockholders, subject to claims of creditors.  Except with respect to
any of the IPO Shares acquired by the undersigned in connection with or
following the IPO, the undersigned hereby waives (A) any and all right, title,
interest or claim of any kind (“Claim”) in or to any funds in,
or distributions from, the Trust Account in connection with such redemption or
otherwise and (B) in connection with any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the
Company, the right to seek recourse against the Trust Account for any reason
whatsoever.  In the event of the liquidation of the Trust Account
(other than in connection with the consummation of a Business Transaction), the
undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by any vendor or other person who is owed money by the
Company (in excess of the net proceeds of the IPO not held in trust at such
time) for services rendered to the Company or contracted for or products sold,
or by any target business, but only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the amount in the
Trust Account below $9.75 per share; provided that such indemnity shall not
apply if such vendor or prospective target business executed an agreement
waiving any claims against the Trust Account.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Transaction, the liquidation of the
Company and such time as the undersigned ceases to be an officer or director of
the Company, subject to any pre-existing fiduciary and contractual obligations
the undersigned might have.

    


    4.           The
undersigned acknowledges and agrees that the Company will not consummate any
Business Transaction with an entity (i) which the Company’s officers or
directors, through their other business activities, had acquisition or
investment discussions in the past, (ii) which is, or has been within the past
five years, affiliated with any of the Insiders or their affiliates, including
an entity that is either a portfolio company of, or has otherwise received a
material financial investment from, any private equity fund or investment
company (or an affiliate thereof) that is affiliated with such individuals; or
(iii) where the Company acquires less than 100% of such entity and any of the
Insiders or their affiliates acquire the remaining portion of such target
business, unless, in any case, the Company obtains an opinion from an
independent investment banking firm that the business transaction is fair to the
Company’s unaffiliated stockholders from a financial point of view.

    


    5.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Transaction; provided that the undersigned shall be entitled to
reimbursement from the Company for his out-of-pocket expenses incurred in
connection with seeking and consummating a Business Transaction.

    


    6.           Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business
Transaction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           The
undersigned agrees to be the chairman of the board of directors, president and
chief executive officer, of the Company until the earlier of the consummation by
the Company of a Business Transaction and the liquidation of the
Company.  The undersigned’s biographical information furnished to the
Company and Morgan Joseph is true and accurate in all respects, does not omit
any material information with respect to the undersigned’s background and
contains all of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act of 1933, as
amended.  The undersigned’s questionnaire furnished to the Company and
Morgan Joseph is true and accurate in all respects.  The undersigned
represents and warrants that:

    


    (a)           he
is not subject to, or a respondent in, any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any
jurisdiction;

    


    (b)           he
has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is
not currently a defendant in any such criminal proceeding; and

    


    (c)           he
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.

    


    8.           The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as chairman of the
board of directors, president and chief executive officer, of the
Company.

    


    9.           The
undersigned hereby:

    


    (a)      waives
the following rights:  (i) in connection with the consummation of a
Business Transaction, the right to redeem or seek to redeem, or to seek
appraisal rights with respect to, any shares of common stock of the Company
(“Common Stock”),
including Insider Shares and IPO Shares, owned or to be owned by the
undersigned, directly or indirectly and (ii) in connection with the redemption
of 100% of the Common Stock in the event the Company does not consummate a
Business Transaction within 15 months from the effective date of the
Registration Statement (the “Termination Event”), the right
to  redeem or seek to redeem any Insider Shares owned or to be owned
by the undersigned, directly or indirectly.  For purposes of clarity,
and in accordance with Paragraph 2 clause (ii) herein, nothing contained herein
shall prevent the undersigned from redeeming any IPO Shares in connection with a
Termination Event; and

    


    (b)      will
take all reasonable action within his power, in the event the Company conducts
the redemption of its IPO Shares pursuant to a tender offer, to cause the
Company or its affiliates or any dealer manager or its affiliates, or any
advisors to the Company or any dealer-manager, (i) not to purchase or arrange to
purchase shares outside the tender offer while such tender offer is open or (ii)
enter into any agreement, understanding or arrangement with any other person in
connection with their purchase or arrangement to purchase shares outside the
tender offer, when such tender offer is open.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)       agrees
that in the event the Company seeks to amend the Warrants (as defined the
Warrant Agreement between the Company and Continental Stock Transfer and Trust
Company, as Warrant Agent) in a manner that requires the written consent of the
registered holders of two-thirds (2/3) of the then outstanding Warrants under
the Warrant Agreement, the undersigned will not vote any Warrants owned or
controlled by the undersigned in favor of such amendment unless the registered
holders of two-thirds (2/3) of the Public Warrants (as defined in the Warrant
Agreement) vote in favor of such amendment.

    


    10.           This
letter 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.  The undersigned hereby (i) agrees that any
action, proceeding or claim against him arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought
and enforced in the courts of the State of New York of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

    


    11.           As
used herein, (i) a “Business
Transaction” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, exchangeable share transaction or
other similar business transaction, with one or more operating businesses or
assets not yet identified; (ii) “Insiders” shall mean all
officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) “Insider
Shares” shall mean all shares of Common Stock issued by the Company prior
to the IPO; (iv) “IPO
Shares” shall mean the Common Stock issued in the Company’s IPO; and (v)
“Trust Account” means
trust account in which the proceeds to the Company of the IPO will be deposited
and held for the benefit of the holders of the IPO Shares, a s described in
greater detail in the Registration Statement.

     

    
      
        
          
            	 
      	 
      	 
      
	 
      	
                    Mark
      D. Klein

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    Signature