Unassociated Document


     

    
      WARRANT
AGREEMENT

      


      Agreement made as of May __, 2010
between 57TH STREET
GENERAL ACQUISITION CORP., a Delaware corporation, with offices at 590 Madison
Avenue, 35th Floor,
New York, New York 10022 (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at 17
Battery Place, New York, New York 10004 (“Warrant Agent”).

      


      WHEREAS, the Company has received a
binding commitment from 57th Street GAC Holdings LLC, a limited liability
company, wholly owned by certain officers and directors of the Company (the
“Insiders”), and the
underwriters of the Company’s Public Offering (as defined below) to purchase an
aggregate of 3,700,000 warrants (“Insider Warrants”)
simultaneously with the Public Offering pursuant to a Subscription Agreement
dated as of October 30, 2009 (the “Subscription Agreement”);
and

      


      WHEREAS, the Company is engaged in a
public offering (“Public
Offering”) of units, each unit comprised of one share of Common Stock (as
defined below) and one Public Warrant (as defined below) (the “Units”) and, in connection
therewith, has determined to issue and deliver (i) up to 5,750,000 Warrants to
public investors (“Public
Warrants” and, together with the Insider Warrants, the “Warrants”), each of such
Warrants evidencing the right of the holder thereof to purchase one share of
Common Stock of the Company, par value $.0001 per share (“Common Stock”), for $11.50,
subject to adjustment as described herein; and

      


      WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement on Form S-1, No.
333-163134 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as
amended (“Act”) of,
among other securities, the Warrants and the shares of Common Stock issuable
upon exercise of the Warrants; and

      


      WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing
to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and

      


      WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be
issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and

      


      WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on
behalf of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.

      


      NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as
follows:

      


      1.  Appointment of Warrant
Agent.  The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.  Warrants.

      


      2.1.  Form of
Warrant.  Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board or President and Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal. In
the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.

      


      2.2.  Effect of
Countersignature.  Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

      


      2.3.  Registration.

      


      2.3.1.  Warrant
Register.  The Warrant Agent shall maintain books (“Warrant Register”), for the
registration of original issuance and the registration of transfer of the
Warrants.  Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective
holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.

      


      2.3.2.  Registered
Holder.  Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant shall be registered upon the Warrant Register
(“registered holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

      


      2.4.  Detachability of
Warrants.  The securities comprising the Units will begin to
trade separately on the date that is the fifth business day following the
45th
calendar day following the date of the prospectus pursuant to which the Units
are sold (the “Detachment
Date”), or earlier with the consent of Morgan Joseph & Co. Inc., the
representative of the underwriters (“Representative” or “MJ”) but in no event before:
(i) the expiration of the over-allotment option (the “Over-allotment Option”)
granted to MJ, (ii) its exercise in full, or (iii) or MJ’s notice to the Company
of its intention not to exercise all or any remaining portion of the
Over-allotment Option, provided that in no event will separate trading of the
securities comprising the Units commence until (x) the Company files with the
SEC a Current Report on Form 8-K, which includes an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the sale of the
Private Warrants and the Public Offering, including the proceeds received by the
Company from the exercise of the Over-allotment Option, if the Over-allotment
Option is exercised prior to the filing of the Form 8-K and (y) the Company
issues a press release and files with the SEC a Current Report on Form 8-K
announcing when such separate trading will begin.

       

      
        
           

        

        
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      2.5  Warrant
Attributes.

      


      2.5.1  Insider
Warrants.  The Insider Warrants will be issued in the same form
as the Public Warrants but they (i) will not be transferable or salable until 30
days after the Company completes a business transaction, (ii) will be
exercisable on a cashless basis so long as they are held by the Insiders or
their affiliates, and (iii) will not be redeemable by the Company so long as
they are held by the Insiders or their affiliates.

      


      3.  Terms and Exercise of
Warrants

      


      3.1.  Warrant
Price.  Each Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $11.50 per whole
share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1.  The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which shares of Common Stock
may be purchased at the time a Warrant is exercised.  The Company in
its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date for a period of not less than twenty business days, provided
that any such reduction shall be identical among all of the
Warrants.

      


      3.2.  Duration of
Warrants.  A Warrant may be exercised only during the period
commencing on the later of: (i) 30 days following the consummation by the
Company of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business transaction with one or more operating
businesses (as described more fully in the Registration Statement, “Business Transaction”), or
(ii) [            ],
2011 (one year from the effective date of the Registration Statement), and
terminating at 5:00 p.m., New York City time on the earlier to occur of (x) five
years from the effective date of the Business Transaction; (ii) upon the
liquidation of the Company ; or (iii) the Redemption Date as provided in Section
6.2 of this Agreement (“Expiration
Date”).  Except with respect to the right to receive the
Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date.  The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, the Company will provide notice to registered holders
of the Warrants of such extension of not less than 20 days and, further provided
that any such extension shall be identical in duration among all of the
Warrants.

      


      3.3.  Exercise of
Warrants.

      


      3.3.1.  Payment.  Subject
to the provisions of the Warrant and this Warrant Agreement,  a
Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant
Agent, or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full the Warrant Price for each
full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the shares of Common Stock and the issuance of such
Common Stock, as follows:

       

      
        
           

        

        
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      (a)  in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of Continental Stock Transfer & Trust
Company;

      


      (b)  in
the event of redemption pursuant to Section 6 hereof in which the Company’s
management has elected to force all holders of Warrants to exercise such
Warrants on a “cashless basis,” by surrendering the Warrants for that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares Common Stock underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (defined
below) by (y) the Fair Market Value.  Solely for purposes of this
Section 3.3.1(b), the “Fair Market Value” shall mean the average last sale price
of the Common Stock reported by Bloomberg for the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to
holders of Warrants pursuant to Section 6 hereof; or

      


      (c)  with
respect to any Insider Warrants, so long as such Insider Warrants are held by
the Insiders or their affiliates, by surrendering the Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market
Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last
sale price of the Common Stock reported by Bloomberg for the 10 trading days
ending on the trading day prior to the date of exercise.

      


      3.3.2.  Issuance of
Certificates.  As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price (if cash
is paid), the Company shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of shares of Common
Stock to which he, she or it is entitled, registered in such name or names as
may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised.  Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Act with respect to the
shares of Common Stock underlying the Public Warrants is effective, subject to
the Company’s satisfying its obligations under Section 7.4. In the event that
the conditions in the immediately preceding sentence are not satisfied with
respect to a Warrant, the holder of such Warrant shall not be entitled to
exercise such Warrant and such Warrant may have no value and expire worthless.
In no event will the Company be required to net cash settle the Warrant
exercise.  Warrants may not be exercised by, or securities issued to,
any registered holder in any state in which such exercise would be unlawful. In
the event that a registration statement is not effective for the exercised
Public Warrants the purchaser of a Unit containing such Warrants will have paid
the full purchase price for the Unit solely for the shares of Common Stock
included in such Unit.

       

      
        
           

        

        
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      3.3.3.  Valid
Issuance.  All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

      


      3.3.4.  Date of
Issuance.  Each person in whose name any such certificate for
Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Warrant was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment is a
date when the share transfer books of the Company are closed, such person shall
be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the share transfer books are
open.

      


      3.3.5.  Maximum
Percentage.  A holder of Warrants may notify the Company in
writing in the event it elects to be subject to the provisions contained in this
Section 3.3.5.  No holder of Warrants shall be subject to this Section
3.3.5 unless it makes such election.  If election is made by a holder,
the Company shall not effect the exercise of this Warrant, and such holder shall
not have the right to exercise this Warrant, to the extent that after giving
effect to such exercise, such Person (together with such Person’s affiliates)
would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the
shares of Common Stock outstanding immediately after giving effect to such
exercise.  For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such Person and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (x) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (y) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein.  Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this Warrant, in determining the
number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most
recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form
8-K or other public filing with the Securities and Exchange Commission (“SEC”) as the case may be, (2)
a more recent public announcement by the Company or (3) any other notice by the
Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding.  For any reason at any time, upon the written or oral
request of the holder, the Company shall within two (2) Business Days confirm
orally and in writing to the holder the number of shares of Common Stock then
outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company by the holder and its affiliates since the date as of
which such number of outstanding shares of Common Stock was
reported.  By written notice to the Company, the holder may from time
to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided that any such increase
will not be effective until the sixty-first (61st) day
after such notice is delivered to the Company.

       

      
        
           

        

        
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      4.  Adjustments.

      


      
        4.1.  Stock
Dividends.

      

      


      
        
          	
                	
                  4.1.1. 

                	
                  Split Ups. If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the number of outstanding shares of Common Stock is increased by a stock
      dividend payable in shares of Common Stock, or by a split up of shares of
      Common Stock or other similar event, then, on the effective date of such
      stock dividend, split up or similar event, the number of shares of Common
      Stock issuable on exercise of each Warrant shall be increased in
      proportion to such increase in outstanding shares of Common
      Stock.  A rights offering to holders of Common Stock entitling
      holders to purchase shares of Common Stock at a price less than the Fair
      Market Value (as defined below) shall be deemed a stock dividend of a
      number of shares of Common Stock equal to the product of (i) the number of
      shares of Common Stock actually sold in such rights offering (or issuable
      under any other securities sold in such rights offering that are
      convertible into or exercisable for Common Stock) multiplied by (ii) the
      quotient of (x) the price per share of Common Stock paid in such rights
      offering divided by (y) the Fair Market Value.  For purposes of
      this Section 4.1.1, (i) if the rights offering is for securities
      convertible into or exercisable for Common Stock, in determining the price
      payable for the Common Stock, there shall be taken into account any
      consideration received for such rights, as well as any additional amount
      payable upon exercise or conversion and (ii) “Fair Market Value”
      means  the volume weighted average price of the Common Stock as
      reported by Bloomberg during the ten trading day period ending on the
      trading day prior to the first date on which the shares of Common Stock
      trade on the applicable exchange or in the applicable market, regular way,
      without the right to receive such
rights.

                


        

      

      


      
        
          	
                	
                  4.1.2. 

                	
                  Extraordinary
      Dividends. If the Company, at any time while the Warrants are
      outstanding and unexpired, shall pay a dividend or make a distribution in
      cash, securities or other assets to the holders of Common Stock (or other
      shares of the Company’s capital stock into which the Warrants are
      convertible), other than (a) as described in Section 4.1.1, (b) Ordinary
      Cash Dividends, (c) in connection with the conversion rights of the
      holders of Common Stock upon consummation of the Company’s initial
      Business Transaction, or (d) in connection with the Company’s liquidation
      and the distribution of its assets upon its failure to consummate a
      Business Transaction (any such non- excluded event being referred to
      herein as an “Extraordinary
      Dividend”), then the Warrant Price shall be decreased, effective
      immediately after the effective date of such Extraordinary Dividend, by
      the amount of cash and/or the fair market value (as determined by the
      Company’s Board of Directors, in good faith) of any securities or other
      assets paid on each share of Common Stock in respect of such Extraordinary
      Dividend.  For purposes of this Section 4.1.2, “Ordinary Cash Dividends”
      means any cash dividend or cash distribution which, when combined on a per
      share of Common Stock basis, with the per share amounts of all other cash
      dividends and cash distributions paid on the Common Stock during the 365
      day period ending on the date of declaration of such dividend or
      distribution (as adjusted to appropriately reflect any of the events
      referred to in other subsections of this Section 4 and excluding cash
      dividends or cash distributions that resulted in an adjustment to the
      Warrant Price or to the number of shares of Common Stock issuable on
      exercise of each Warrant) does not exceed $0.50 (being 5.0% of the
      offering price of Units in the Company’s Public
  Offering).

                


        

      

       

      
        
           

        

        
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      4.2.  Aggregation of
Shares.  If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

      


      4.3  Adjustments in Exercise
Price.  Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

      


      4.4.  Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1.1 or 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised
his, her or its Warrant(s) immediately prior to such event; provided, that
(i) if the holders of Common Stock were entitled to exercise a right of
election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash
or other assets for which each Warrant shall become exercisable shall be deemed
to be the weighted average of the kind and amount received per share by the
holders of Common Stock in such consolidation or merger that affirmatively make
such election, (ii) if a tender or exchange offer shall have been made to
and accepted by the holders of Common Stock under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any
members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more
than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such
tender or exchange offer, accepted such offer and all of the Common Stock held
by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or
exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4 and (iii) if less than 70% of the consideration
receivable by the holders of Common Stock in the applicable event is payable in
the form of common stock in the successor entity listed for trading on a
national securities exchange or on the OTC Bulletin Board, or will be so listed
for trading immediately following such event, then the Warrant Price shall be
reduced by an amount (in dollars) equal to the quotient of (x) $17.50
(subject to adjustment in accordance with Section 6.1 hereof) minus the Per
Share Consideration (but in no event, less than zero), and (y) a
scalar determined as follows: if the applicable event is announced on or prior
to the third anniversary of the closing date of the Business Transaction, 2; if
the applicable event is announced after the third anniversary of the
closing date of the Business Transaction and on or prior to the fourth
anniversary of the closing date of the Business Transaction, 2.5; if the
applicable event is announced after the fourth anniversary of the closing
date of the Business Transaction and on or prior to the Expiration
Date, 3..  “Per Share
Consideration” means (i) if the consideration paid to holders of Common
Stock consists exclusively of cash, the amount of such cash per share of Common
Stock, and (ii) in all other cases, the volume weighted average price of the
Common Stock as reported by Bloomberg during the ten trading day period ending
on the trading day prior to the effective date of the applicable
event.  If any reclassification or reorganization also results in a
change in shares of Common Stock covered by Section 4.1.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1.1, 4.2, 4.3 and this Section
4.4.  The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.

       

      
        
           

        

        
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      4.5.  Notices of Changes in
Warrant.  Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event,
the Company shall give written notice to each Warrant holder, at the last
address set forth for such holder in the warrant register, of the record date or
the effective date of the event.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such
event.

      


      4.6.  No Fractional
Shares.  Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants.  If, by reason of any adjustment made
pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number, the
number of the shares of Common Stock to be issued to the Warrant
holder.

      


      4.7.  Form of
Warrant.  The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this
Agreement.  However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.

      


      4.8.  Other
Events.  In case any event shall occur affecting the Company as
to which none of the provisions of preceding subsections of this Section 4 are
strictly applicable, but which would require an adjustment to the terms of the
Warrants in order to (i) avoid an adverse impact on the Warrants and (ii)
effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment
banking or other appraisal firm of recognized national standing which shall give
their opinion as to whether or not any adjustment to the rights represented by
the Warrants is necessary to effectuate the intent and purpose of this Section 4
and, if they determine that an adjustment is necessary, the terms of such
adjustment.  The Company shall adjust the terms of the Warrants in a
manner that is consistent with any adjustment recommended in such
opinion.  Without limiting any other remedies provided by this
Agreement, at law or in equity, a Warrant holder shall have the right to bring
an action for specific performance to enforce the provisions of this Section
4.

      


      5.  Transfer and Exchange of
Warrants.

      


      5.1.  Registration of
Transfer.  The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent.  The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon
request.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      5.2.  Procedure for Surrender of
Warrants.  Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.

      


      5.3.  Fractional
Warrants.  The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

      


      5.4.  Service
Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

      


      5.5.  Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such
purpose.

      


      5.6  Transfer of
Warrants.  Prior to the Detachment Date, the Public Warrants
may be transferred or exchanged only together with the Unit in which such
Warrant is included, and only for the purpose of effecting, or in conjunction
with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
on the register relating to such Units shall operate also to transfer the
Warrants included in such Unit. From and after the Detachment Date this Section
5.6 will have no further force and effect.

      


      6.  Redemption.

      


      6.1.  Redemption.  Subject
to Sections 6.4 hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided
that the last sales price of the Common Stock has been at least $17.50 per share
(subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period ending on the third
business day prior to the date on which notice of redemption is given provided
that there is an effective registration statement covering the shares of Common
Stock underlying the Warrants for the continuous period beginning ten (10)
trading days before the thirty day period and ending on the Redemption
Date.  The provisions of this Section 6.1 may not be modified, amended
or deleted without the prior written consent of MJ.

      


      6.2.  Date Fixed for, and Notice
of, Redemption.  In the event the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”).  Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than 30 days prior to the
Redemption Date to the registered holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration
books.  Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the registered
holder received such notice.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      6.3.  Exercise After Notice of
Redemption.  The Warrants may be exercised, for cash (or on a
“cashless basis” in accordance with Section 3 of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date.  In the event the
Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to Section 3, the notice of redemption will
contain the information necessary to calculate the number of shares Common Stock
to be received upon exercise of the Warrants, including the “Fair Market Value”
in such case. On and after the Redemption Date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price.

      


      6.4  Exclusion of Insider
Warrants.  The Company understands that the redemption rights
provided for by this Section 6 do not apply to the Insider Warrants if at the
time of redemption such warrants continue to be held by the initial purchasers
thereof or their permitted assigns.  However, once such Insider
Warrants are transferred other than to any permitted assign, the Company may
redeem the Insider Warrants, provided that the criteria for redemption are met,
including the opportunity of the Warrant holder to exercise prior to redemption
pursuant to Section 6.3.

      


      7.  Other Provisions Relating to
Rights of Holders of Warrants.

      


      7.1.  No Rights as
Stockholder.  A Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter.

      


      7.2.  Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.

      


      7.3.  Reservation of Common
Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      7.4.  Registration of Common
Stock.  The Company agrees that as soon as practicable, but in
no event later than 15 Business Days after the closing of its Business
Transaction, it shall use its best efforts to file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration statement, for the registration, under the Act, of the shares
of Common Stock issuable upon exercise of the Warrants, and it shall use its
best efforts to take such action as is necessary to qualify for sale, in those
states in which the Warrants were initially offered by the Company, the shares
of Common Stock issuable upon exercise of the Warrants.  The Company
will use its best efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Agreement.  In
addition, the Company agrees to use its best efforts to register such securities
under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available.  If any such
post-effective amendment or registration statement has not been declared
effective by the 60th
business day following the closing of the Business Transaction, holders of the
Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Transaction and ending upon such
post-effective amendment or registration statement being declared effective by
the Securities and Exchange Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to
exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in
accordance with Section 3(a)(9) of the Act or another exemption) for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market
Value” (as defined below) by (y) the Fair Market Value.  Solely for
purposes of this Section 7.4, “Fair Market Value” shall mean the volume weighted
average price of the Common Stock as reported by Bloomberg during the ten
trading day period ending on the trading day prior to the date that notice of
exercise is received by the Warrant Agent from the holder of such Warrants or
its securities broker or intermediary.  The date that notice of
cashless exercise is received by the Warrant Agent shall be exclusively
determined by the Warrant Agent.  The Company shall provide the
Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this Section 7.4 is not
required to be registered under the Act and (ii) the shares of Common Stock
issued upon such exercise will be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Act) of the Company and, accordingly, will not be required to bear a
restrictive legend.  For the avoidance of any doubt, unless and until
all of the Warrants have been exercised on a cashless basis, the Company shall
continue to be obligated to comply with its registration obligations under the
first three sentences of this Section 7.4.  The provisions of this
Section 7.4 may not be modified, amended or deleted without the prior written
consent of MJ.

      


      8.  Concerning the Warrant Agent
and Other Matters.

      


      8.1.  Payment of
Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        8.2.  Resignation, Consolidation,
or Merger of Warrant Agent.

      

       

      8.2.1.  Appointment of Successor
Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company.  If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent.  If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost.  Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New
York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

      


      8.2.2.  Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.

       

      8.2.3.  Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.

      


      8.3.  Fees and Expenses of Warrant
Agent.

      


      8.3.1.  Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

      


      8.3.2.  Further
Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      8.4.  Liability of Warrant
Agent.

      


      8.4.1.  Reliance on Company
Statement.  Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant
Agent.  The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this
Agreement.

      


      8.4.2.  Indemnity.  The
Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct or bad faith.  The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s gross negligence, willful misconduct, or bad faith.

      


      8.4.3.  Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or
as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.

      


      8.5.  Acceptance of
Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.

      


      8.6  Waiver.  The
Warrant Agent hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to
any distribution of the Trust Account (as defined in that certain Investment
Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Warrant Agent as trustee thereunder) and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for any reason whatsoever.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      9.  Miscellaneous
Provisions.

      


      9.1.  Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

      


      9.2.  Notices.  Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as
follows:

      


      57th Street
General Acquisition Corp.

      590
Madison Avenue, 35th Floor

      New York,
New York 10022

      Attn:  Chief
Executive Officer

      


      Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

      


      Continental
Stock Transfer & Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Compliance
Department

      


      with a
copy in each case to:

      


      Ellenoff
Grossman & Schole LLP

      150 East
42nd
Street

      New York,
NY 10017

      Attn:  Douglas
S. Ellenoff, Esq.

      


      and

      


      Morgan
Joseph and Co., Inc.

      600 Fifth
Avenue, 19th Floor

      New York,
NY 10020-2302

      Attn:  Tina
Pappas, Managing Director

      


      and

      


      McDermott
Will & Emery LLP

      340
Madison Avenue

      New York,
NY 10173

      Attn:  Joel
L. Rubinstein, Esq.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      9.3.  Applicable
Law.  The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by 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 Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim.

      


      9.4.  Persons Having Rights under
this Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections 6.1, 7.4 and 9.2 hereof, MJ, any right, remedy, or claim
under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof.  MJ shall be deemed to be a
third-party beneficiary of this Agreement with respect to Sections 6.1, 7.4 and
9.2 hereof.  All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and MJ with respect to the Sections
6.1, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
holders of the Warrants.

       

      9.5.  Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the registered holder of any
Warrant.  The Warrant Agent may require any such holder to submit his
Warrant for inspection by it.

      


      9.6.  Counterparts.  This
Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

      


      9.7.  Effect of
Headings.  The Section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

      


      9.8  Amendments.  This
Agreement may be amended by the parties hereto without the consent of any
registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered
holders.  All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period and any
amendment to the terms of only the Insider Warrants, shall require the written
consent of the registered holders of two-thirds (2/3) of the then outstanding
Public Warrants.  Further, the Insiders will not vote any Warrants
owned or controlled by them in favor of such amendment unless the registered
holders of two-thirds (2/3) of the Public Warrants vote in favor of such
amendment.  Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections
3.1 and 3.2, respectively, without the consent of the registered
holders.  The Warrant Agent may require an opinion of Company Counsel
as to the validity of a proposed amendment as a condition of its execution of
said amendment.  

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      9.9  Severability.  This
Warrant Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

      


      [Signature
page follows.]

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above
written.

      


      
        	 
      	
                57TH
      STREET GENERAL ACQUISITION CORP.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                CONTINENTAL
      STOCK TRANSFER

              
	 
      	
                  &
      TRUST COMPANY

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By: 
      

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title: