Unassociated Document


     

    
      AMENDED
AND RESTATED

      


      WARRANT
SUBSCRIPTION AGREEMENT

      


      AMENDED
AND RESTATED WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of
this 13th day of May, 2010 by and among 57th Street
General Acquisition Corp., a Delaware corporation (the “Company”), having its
principal place of business at 590 Madison Avenue, 35th Floor, New York, New
York 10022, 57th Street GAC Holdings LLC (“Sponsor”), having its principal place
of business at 590 Madison Avenue, 35th Floor, New York, New York 10022 and each
of the underwriters (“Underwriters”) of the Company’s IPO (as defined below) for
which Morgan Joseph & Co. Inc. (“MJ”) is acting as representative of the
underwriters (together with the “Sponsor” the “Subscribers” and each a
“Subscriber”).

      


      WHEREAS,
the Company and the Sponsor entered into a Subscription Agreement (the “Original
Subscription Agreement”) on October 30, 2009, pursuant to which Sponsor agreed
to purchase warrants of the Company;

      


      WHEREAS,
the parties intend this Agreement to modify, amend and supercede the Original
Subscription Agreement;

      


      WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an
aggregate of 3,700,000 warrants (the “Warrants”) of the Company for a purchase
price of $0.50 per Warrant.  Each Warrant is exercisable to purchase
one share of Common Stock at an exercise price of $11.50 per share during the
period commencing on the later of: (i) one year from the date of the prospectus
relating to the Company’s IPO (as defined below) and (ii) 30 days following the
consummation of a Business Transaction (as defined in Section 5 below) and
expiring on the fifth anniversary of the consummation of an initial Business
Transaction;

      


      WHEREAS,
Subscribers wish to purchase the Warrants and the Company wishes to accept such
subscriptions.

      


      NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscribers hereby agree
as follows

      


      1. Agreement to
Subscribe

      


      1.1.
Purchase and Issuance
of the Warrants. Upon the terms and subject to the conditions of this
Agreement, the Subscribers hereby agree to purchase from the Company, and the
Company hereby agrees to sell to the Subscribers, on the Closing Date, the
Warrants for an aggregate purchase price of $1,850,000 (the “Purchase Price”) in
such amount as indicated on the signature pages hereto.

      


      1.2.
Delivery of the
Purchase Price. Upon execution of this Agreement, the Subscribers are
hereby bound to fulfill their obligations hereunder and hereby irrevocably
commit to deliver into a trust account at a financial institution to be chosen
by the Company, maintained by Continental Stock Transfer & Trust Company,
acting as Trustee on the date of Closing (as hereinafter defined), the Purchase
Price in immediately available funds by certified bank check, wire transfer or
such other form of payment as shall be acceptable to the Trustee, in its sole
and absolute discretion, at the Closing.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      1.3.
Closing. The
closing (the “Closing”) of the Offering, shall take place at the offices of the
Company, on or prior to the closing date of the Company’s initial public
offering (“IPO”) of 5,000,000 units of Common Stock and Warrants (the “Closing
Date”).

      


      2. Representations and Warranties of
the Subscribers

      


      Each
Subscriber represents and warrants to the Company solely as to such Subscriber
that:

      


      2.1.
No Government
Recommendation or Approval. Subscriber understands that no United States
federal or state agency has passed upon or made any recommendation or
endorsement of the Company or the Offering of the Warrants or the Common Stock
underlying the Warrants (the “Warrant Shares” and, collectively with the
Warrants, the “Securities”).

      


      2.2.
Regulation D
Offering. Subscriber represents that it is an “accredited investor” as
such term is defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “Accredited
Investors” within the meaning of Section 501(a) of Regulation D under the
Securities Act or similar exemptions under state law.

      


      2.3.
Intent.
Subscriber is purchasing the Warrants solely for investment purposes, for its
own account and not for the account or benefit of any U.S. Person, and not with
a view towards the distribution thereof and Subscriber has no present
arrangement to sell the Securities to or through any person or entity.
Subscriber shall not engage in hedging transactions with regard to the Warrants
and the underlying securities unless in compliance with the Securities
Act.

      


      2.4.
Restrictions on
Transfer. Subscriber acknowledges and understands the Warrants are being
offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been
registered under the Securities Act, and, if in the future Subscriber decides to
offer, resell, pledge or otherwise transfer the Securities, such Securities may
be offered, resold, pledged or otherwise transferred only (A) pursuant to an
effective registration statement filed under the Securities Act, (B) pursuant to
an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the
registration requirements of the Securities Act, and in each case in accordance
with any applicable securities laws of any state or any other jurisdiction.
Subscriber agrees that if any transfer of its Securities or any interest therein
is proposed to be made, as a condition precedent to any such transfer,
Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration or another available exemption
from registration, Subscriber agrees it will not resell the Securities.
Subscriber further acknowledges that because the Company is a shell company Rule
144 may not be available to Subscriber for the resale of the Securities until
the one year anniversary following consummation of the initial Business
Transaction of the Company, despite technical compliance with the requirements
of Rule 144 and the release or waiver of any contractual transfer
restrictions.

      


      2.5.
Sophisticated
Investor.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (i)
Subscriber is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Securities.

      


      (ii)
Subscriber is aware that an investment in the Warrants is highly speculative and
subject to substantial risks because, among other things, none of the Securities
have been registered under the Securities Act and therefore cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available. Subscriber is able to bear the economic risk of
its investment in the Securities for an indefinite period of time.

      


      2.6.
Independent
Investigation. Subscriber, in making the decision to purchase the
Warrants, has relied upon an independent investigation of the Company and has
not relied upon any information or representations made by any third parties or
upon any oral or written representations or assurances from the Company, its
officers, directors or employees or any other representatives or agents of the
Company, other than as set forth in this Agreement. Subscriber is familiar with
the business, operations and financial condition of the Company and has had an
opportunity to ask questions of, and receive answers from the Company’s officers
and directors concerning the Company and the terms and conditions of the
offering of the Warrants and has had full access to such other information
concerning the Company as Subscriber has requested.  Subscriber
confirms that all documents that it has requested have been made available and
that Subscriber has been supplied with all of the additional information
concerning this investment which it has requested.

      


      2.7               Organization and
Authority. Subscriber is an entity duly organized, validly existing and
in good standing under the laws of its state of incorporation or organization
and possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.

      


      2.8.
Authority. This
Agreement has been validly authorized, executed and delivered by Subscriber and
is a valid and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors’ rights generally.

      


      2.9. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by
the Subscriber of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Subscriber’s origination documents,
(ii) any agreement, indenture or instrument to which the Subscriber is a party
or (iii) any law, statute, rule or regulation to which Subscriber is subject, or
any agreement, order, judgment or decree to which Subscriber is
subject.

      


      2.10.
No Legal Advice from
Company. Subscriber acknowledges it has had the opportunity to review
this Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or
representations of the Company made in this Agreement and the other agreements
entered into between the parties hereto, Subscriber is relying solely on such
counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this Agreement or
the securities laws of any jurisdiction.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      2.11.
Reliance on
Representations and Warranties. Subscriber understands the Warrants are
being offered and sold to it in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Subscriber set forth in this Agreement in order to determine
the applicability of such provisions.

      


      2.12.
No
Advertisements. Subscriber is not subscribing for the Warrants as a
result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or
meeting.

      


      2.13.
Legend.
Subscriber acknowledges and agrees the certificates evidencing the Warrants and
the Warrant Shares shall bear a restrictive legend (the “Legend”), in form and
substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge
or transfer of the securities, except (i) pursuant to an effective registration
statement covering these securities under the Securities Act or (ii) pursuant to
any other exemptions from the registration requirements under the Securities Act
and such laws which, in the opinion of counsel for this Company, is
available.

      


      3. Representations and Warranties of
the Company

      


      The
Company represents and warrants to the Subscribers that:

      


      3.1.
Valid Issuance of
Capital Stock. The total number of shares of all classes of capital stock
which the Company has authority to issue is 100,000,000 shares of Common Stock
and 1,000,000 shares of Preferred Stock. As of the date hereof, the Company has
638,889 shares of Common Stock (of which 83,333 shares are subject to forfeiture
as described in the registration statement related to the Company’s IPO) and no
shares of Preferred Stock issued and outstanding. All of the issued shares of
capital stock of the Company have been duly authorized, validly issued, and are
fully paid and non-assessable.

      


      3.2 Title to
Warrants. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, each of the Warrants
and the shares of Common Stock issued upon exercise of the Warrants will be duly
and validly issued, fully paid and non-assessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, as
the case may be, Subscriber will have or receive good title to the Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i)
transfer restrictions hereunder and under the other agreements contemplated
hereby and (ii) transfer restrictions under federal and state securities
laws.

      


      3.2.
Organization and
Qualification. The Company is a corporation duly incorporated and
existing in good standing under the laws of the state of Delaware and has the
requisite corporate power to own its properties and assets and to carry on its
business as now being conducted.

      


      3.3.
Authorization;
Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to
issue the Warrants and the underlying securities in accordance with the terms
hereof, (ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action, and no further consent
or authorization of the Company or its Board of Directors or stockholders is
required, and (iii) this Agreement constitutes valid and binding obligations of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
equitable principles of general application and except as enforcement of rights
to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.

       

      
        
           

        

        
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      3.4.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Company of the transactions contemplated hereby do not (i) result in a
violation of the Company’s Certificate of Incorporation or Bylaws, (ii) conflict
with, or constitute a default under any agreement, indenture or instrument to
which the Company is a party or (iii) any law statute, rule or regulation to
which the Company is subject or any agreement, order, judgment or decree to
which the Company is subject. Other than any Securities Exchange Commission
(“SEC”) or state securities filings which may be required to be made by the
Company subsequent to the Closing, and any registration statement which may be
filed pursuant thereto, the Company is not required under federal, state or
local law, rule or regulation to obtain any consent, authorization or order of,
or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under
this Agreement or issue the Warrants or the Common Stock issuable upon exercise
thereof in accordance with the terms hereof.

      


      4. Legends

      


      4.1.
Legend. The
Company will issue the Warrants, and when issued, the Warrant Shares, purchased
by each Subscriber in its respective name. The Securities will bear the
following Legend and appropriate “stop transfer” instructions:

      


      “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

      


      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).”

       

      
        
           

        

        
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      4.2.
Subscribers’
Compliance. Nothing in this Section 4 shall affect in any way each
Subscriber’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.

      


      4.3.
Company’s Refusal to
Register Transfer of the Securities. The Company shall refuse to register
any transfer of the Securities, if in the sole judgment of the Company such
purported transfer would not be made (i) pursuant to an effective registration
statement filed under the Securities Act, or (ii) pursuant to an available
exemption from the registration requirements of the Securities Act.

      


      4.4 Registration
Rights.  Subscribers will be entitled to certain registration
rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the
closing of the IPO.

      


      5. Escrow. Upon
consummation of the IPO, the holders of the Warrants shall enter into a
securities escrow agreement (the “Escrow Agreement”) with Continental Stock
Transfer & Trust Company, whereby the Warrants shall be held in escrow until
one day following consummation of a Business Transaction (as defined therein)
subject to certain restrictions as set forth in the Escrow
Agreement.

      


      6. Securities Laws
Restrictions.  In addition to the restrictions contained in the
Escrow Agreement, each Subscriber agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Securities unless,
prior thereto (a) a registration statement on the appropriate form under the
Securities Act and applicable state securities laws with respect to the
Securities proposed to be transferred shall then be effective or (b) the Company
shall have received an opinion from counsel reasonably satisfactory to the
Company, that such registration is not required because such transaction
complies with the Securities Act and the rules promulgated by the SEC thereunder
and with all applicable state securities laws.

      


      7. Waiver of Liquidation
Distributions.
In connection with the Securities purchased pursuant to this Agreement, and with
respect to any Common Stock purchased by Sponsor prior to the private placement,
Sponsor hereby waives any and all right, title, interest or claim of any kind in
or to any distributions of the trust account, whether in connection with (i) the
exercise of redemption rights if the Company consummates a Business Transaction
or (ii) upon the Company’s redemption of shares of Common Stock sold in the
Company’s IPO upon the Company’s failure to timely complete a Business
Transaction. For purposes of clarity, in the event Sponsor purchases shares of
Common Stock in the IPO or in the aftermarket, any additional shares so
purchased shall be eligible to receive the redemption value of such shares of
Common Stock upon the same terms offered to all other purchasers of Common Stock
in the IPO. In no event will a Sponsor have the right to exercise any Warrants
prior to the later of: (i) one year from the date of the prospectus relating to
the Company’s IPO and (ii) 30 days following the consummation of a Business
Transaction.

      


      8. Forfeiture of
Warrants.

      


      8.1.
Failure to Consummate
Business Transaction. The Warrants shall be forfeited to the Company upon
the dissolution of the Company in the event that the Company does not consummate
a Business Transaction within 15 months from the consummation of the
IPO.

       

      
        
           

        

        
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      8.2.
Termination of Rights
as holder; Escrow. If the Warrants are forfeited in accordance with this
Section 8, then after such time the Subscribers (or successor in interest),
shall no longer have any rights as a holder of such Warrants, and the Company
shall take such action as is appropriate to cancel such Warrants. To effectuate
the foregoing, all certificates representing the Warrants shall be held in
escrow as provided in Section 5 hereof. In addition, each Subscriber hereby
irrevocably grants the Company a limited power of attorney for the purpose of
effectuating the foregoing and agrees to take any and all measures reasonably
requested by the Company necessary to effect the foregoing.

      


      9. Rescission Right Waiver and
Indemnification.

      


      9.1. Each
Subscriber understands and acknowledges an exemption from the registration
requirements of the Securities Act requires there be no general solicitation of
purchasers of the Warrants. In this regard, if the IPO were deemed to be a
general solicitation with respect to the Warrants, the offer and sale of such
Warrants may not be exempt from registration and, if not, the each Subscriber
may have a right to rescind its purchase of the Warrants. In order to facilitate
the completion of the Offering and in order to protect the Company, its
stockholders and the trust account from claims that may adversely affect the
Company or the interests of its stockholders, each Subscriber hereby agrees to
waive, to the maximum extent permitted by applicable law, any claims, right to
sue or rights in law or arbitration, as the case may be, to seek rescission of
its purchase of the Warrants. Each Subscriber acknowledges and agrees this
waiver is being made in order to induce the Company to sell the Warrants to scuh
Subscriber. Each Subscriber agrees the foregoing waiver of rescission rights
shall apply to any and all known or unknown actions, causes of action, suits,
claims or proceedings (collectively, “Claims”) and related losses, costs,
penalties, fees, liabilities and damages, whether compensatory, consequential or
exemplary, and expenses in connection therewith, including reasonable attorneys’
and expert witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual or
asserted right to rescind the purchase of the Warrants hereunder or relating to
the purchase of the Warrants and the transactions contemplated
hereby.

      


      9.2.  Each
Subscriber agrees not to seek recourse against the trust account for any reason
whatsoever in connection with its purchase of the Warrants or any Claim that may
arise now or in the future.

      


      9.3.  Sponsor
acknowledges and agrees the stockholders of the Company and MJ are and shall be
third-party beneficiaries of the foregoing provisions of this
Agreement.

      


      9.4.  Each
Subscriber agrees that to the extent any waiver of rights under this Section 9
is ineffective as a matter of law, each Subscriber has offered such waiver for
the benefit of the Company as an equitable right that shall survive any
statutory disqualification or bar that applies to a legal right. Each Subscriber
acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.

      


      10. Terms of the
Warrant

      


      The
Warrants are substantially identical to the warrants included in the units
offered in the IPO as set forth in the Warrant Agreement to be entered into with
Continental Stock Transfer and Trust Company on or prior to the closing of the
IPO, except: (i) they will be placed in escrow and not released before, except
in limited circumstances, until 30 days following the consummation of a Business
Transaction, (iii) they are being purchased pursuant to an exemption from the
registration requirements of the Securities Act and will become freely tradable
only after they are registered pursuant to the Registration Rights Agreement to
be signed on or before the date of this prospectus, (iv) they will be
non-redeemable so long as they are held by the initial holder thereof (or any of
its permitted transferees), and (v) they are exercisable on a “cashless” basis
if held by a Subscriber or its permitted assigns.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      11. Governing Law; Jurisdiction;
Waiver of Jury
Trial

      


      This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware for agreements made and to be wholly performed within such
state. The parties hereto hereby waive any right to a jury trial in connection
with any litigation pursuant to this Agreement and the transactions contemplated
hereby.

      


      12. Assignment; Entire Agreement;
Amendment

      


      12.1.
Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to
any other person other than by a Subscriber to a person agreeing to be bound by
the terms hereof.

      


      12.2.
Entire
Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.

      


      12.3.
Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

      


      12.4.
Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.

      


      13. Notices;
Indemnity

      


      13.1
Notices. Unless
otherwise provided herein, any notice or other communication to a party
hereunder shall be sufficiently given if in writing and personally delivered or
sent by facsimile or other electronic transmission with copy sent in another
manner herein provided or sent by courier (which for all purposes of this
Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its
address provided for herein or such other address as either may designate for
itself in such notice to the other. Communications shall be deemed to have been
received when delivered personally, on the scheduled arrival date when sent by
next day or 2nd-day courier service, or if sent by facsimile upon receipt of
confirmation of transmittal or, if sent by mail, then three days after deposit
in the mail. If given by electronic transmission, such notice shall be deemed to
be delivered (a) if by electronic mail, when directed to an electronic mail
address at which the stockholder has consented to receive notice; (b) if by a
posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (1) such posting and (2)
the giving of such separate notice; and (c) if by any other form of electronic
transmission, when directed to the stockholder.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      13.2
Indemnification. Each
of Sponsor and the Company agree to indemnify the Underwriters and the Sponsor,
Company and the Underwriters agree to indemnify each other against any loss,
cost or damages (including reasonable attorney’s fees and expenses) incurred as
a result of such party’s breach of any representation, warranty, covenant or
agreement in this Agreement.

      


      14. Counterparts

      


      This
Agreement may be executed in one or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.

      


      15. Survival;
Severability

      


      15.1.
Survival. The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing.

      


      15.2.
Severability.
In the event that any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision;
provided that no such severability shall be effective if it materially changes
the economic benefit of this Agreement to any party.

      


      16. Headings.

      


      The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

      


      [remainder
of page intentionally left blank]

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      This
subscription is accepted by the Company on the 13th day of May,
2010.

      
 

      
        
          	 
      	57TH
      STREET GENERAL ACQUISITION CORP.
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Mark D. Klein

                	 
      
	 
      	 
      	
                  Name:
      Mark D. Klein

                	 
      
	 
      	 
      	
                  Title:
      Chief Executive Officer

                	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	57TH
      STREET GAC HOLDINGS, LLC
	 
      	 
      	 
      	 
      
	 
      	
                  By: 
      

                	
                  /s/ Mark D. Klein

                	 
      
	 
      	 
      	
                  Name:
      Mark D. Klein

                	 
      
	 
      	 
      	
                  Title:
      Managing Member

                	 
      
	 
      	 
      	      
                  No.
      of Warrants: 3,500,000

                	 
      
	 	 	 	 
	 	 	 	 
	 
      	UNDERWRITER WARRANTHOLDERS:
	 
      	 
      	 
      	 
      
	 
      	MORGAN JOSEPH & CO. INC.
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	
                  Name: 

                	 
      
	 
      	 
      	
                  Title:

                	 
      
	 	 	No. of Warrants:	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	LADENBURG
      THALMANN & CO. INC.
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      
	 	 	No. of Warrants:	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	I-BANKERS
      SECURITIES, INC.
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	
                  Title:

                	 
      
	 
      	 
      	No. of Warrants:	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	RODMAN
      & RENSHAW, LLC	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	
                  Name: Paul G. LaRosa

                	 
      
	 
      	 
      	
                  Title:

                	 
      
	 	 	No.
      of Warrants:	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	MAXIM
      GROUP LLC
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	
                  Name: Ramnarain Jaigobind

                	 
      
	 
      	 
      	
                  Title:

                	 
      
	 	 	No.
      of Warrants:	 


        

        


        
          
             

          

          
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