Unassociated Document


     

    
      


      INVESTMENT
MANAGEMENT TRUST AGREEMENT

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to (A) a
deferred fee of 1.1% of the gross proceeds of the IPO (“Deferred Fee’) payable
to the underwriters (including Morgan Joseph), (B) an advisory fee equal to 1%
of the gross proceeds of the IPO (which fee shall be increased to 1.5% if the
Company consummates its initial business transaction (“Business Transaction”)
with a business or asset introduced to it by Morgan Joseph) (“Advisory Fee”)
payable to Morgan Joseph and (C) a contingent fee equal to 2.5% of the aggregate
amount of the Property released to the Company (excluding the Advisory Fee and
Deferred Fee) and/or to the target of the Company’s Business Transaction upon
consummation of the Company’s Business Transaction payable to Morgan Joseph and
such other firms, if any, who are instrumental in advising the Company in
connection with the consummation of the Business Transaction (“Contingent Fee”),
in each case, solely upon the consummation of the Company’s Business Transaction
and pursuant to the terms of the Underwriting Agreement;

      


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

      


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

      


      NOW THEREFORE, IT IS
AGREED:

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


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

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


      2. 
Limited Distributions of Income from Trust Account.

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


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

      


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

       

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (f)  The other parties hereto or
to anyone else for any action taken or omitted by it, or any action suffered by
it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct.  The
Trustee may rely conclusively and shall be protected in acting upon any order,
notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee, (which counsel may be company counsel) statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons.  The Trustee shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto;

      


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

      


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

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


      6. 
Termination.  This Agreement shall terminate as follows:

      


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

      


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

      


      7. 
Miscellaneous.

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b)  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another
jurisdiction.  It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.

      


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

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      if to the Trustee, to:

      


      Continental Stock
Transfer

        & Trust
Company

      17 Battery Place

      New York, New York 10004

      Attn:  Steven G. Nelson,
Chairman, and

      Frank A. DiPaolo, CFO

      Fax No.:  (212)
509-5150

      


      if to the Company, to:

      


      57th Street General Acquisition
Corp.

      590
Madison Avenue, 35th
Floor

      New York,
New York 10022

      Attn:  Mark D. Klein, Chief
Executive Officer

      Fax No.:  (___)
___-____

      


      in either case with a copy
to:

      


      Morgan Joseph & Co.
Inc.

      600 Fifth Avenue, 19th
Floor

      New York, New York 10020

      Attn:  Tina Pappas, Managing
Director

      Fax No.:  (212)
218-3760

      


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

      


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

       

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

      


      [Signature
page follows]

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


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

      


      CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee

      


       

      
        
          	 
      	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      	
                  Title:

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  57TH
      STREET GENERAL ACQUISITION CORP.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	
                   

                	 
      
	 
      	 
      	 
      	
                  Name:

                	 
      
	 
      	 
      	 
      	
                  Title:

                	 
      


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      SCHEDULE
A

      


      
        	
                Fee
      Item

              	
                Time
      and method of payment

              	
                Amount

              
	
                Initial
      acceptance fee

              	
                Initial
      closing of IPO by wire transfer

              	
                $1,000

              
	
                Annual
      fee

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

              	
                $5,000

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

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

              	
                $250

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

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

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

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      EXHIBIT
A

      


      [Letterhead of
Company]

      


      [Insert
date]

      


      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:           Trust
Account
No.     -           Termination
Letter

      


      Gentlemen:

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

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

      


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

       

      ___________________

      
        1  Include
only if there is a stockholder vote.

         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	 
      	 
      	
                  Very
      truly yours,

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  57TH
      STREET GENERAL ACQUISITION CORP.

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	
                  Mark
      D. Klein, Chief Executive Officer

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      	
                  Paul
      D. Lapping, Secretary

                	 
      


        

      

      


      


      cc:
Morgan Joseph & Co. Inc.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      EXHIBIT
B

      


      [Letterhead
of Company]

      


      [Insert
date]

      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:           Trust
Account
No.    -       Termination
Letter

      


      Gentlemen:

      


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

      


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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

        
          
            	 
      	 
      	
                    Very
      truly yours,

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    57TH
      STREET GENERAL ACQUISITION CORP.

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	 
      	
                    Mark
      D. Klein, Chief Executive Officer

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	 
      	
                    Paul
      D. Lapping, Secretary

                  	 
      


          

        

        
 

      

      cc:
Morgan Joseph & Co. Inc.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
C

      [Letterhead
of Company]

      [Insert
date]

      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place

      New York,
New York 10004

      Attn:  Steven
Nelson and Frank Di Paolo

      


      Re:           Trust
Account
No.    -       Termination
Letter

      


      Gentlemen:

      


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

      


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

       

      
        
           

          
            
              	 
      	 
      	
                      Very
      truly yours,

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      57TH
      STREET GENERAL ACQUISITION CORP.

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	
                      Mark
      D. Klein, Chief Executive Officer

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	
                      Paul
      D. Lapping, Secretary

                    	 
      


            

             

          

        

      

      


      cc:
Morgan Joseph & Co. Inc.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
EXHIBIT
D

      [Letterhead
of Company]

      [Insert
date]

      


      Continental
Stock Transfer

        &
Trust Company

      17
Battery Place, 8th Floor

      New York,
New York 10004

      Attn:  Steven
Nelson Cynthia Jordan

      


      Re:           Trust
Account No.

      


      Gentlemen:

      


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

      


      [WIRE
INSTRUCTION INFORMATION]

      
        
           

          
            
              	 
      	
                      57TH
      STREET GENERAL ACQUISITION CORP.

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	
                      Mark
      D. Klein, Chief Executive Officer

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	
                      Paul
      D. Lapping, Secretary

                    	 
      


            

             

          

        

      

      


      cc:
Morgan Joseph & Co. Inc.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      EXHIBIT
E

      


      


      
        
          	
                  AUTHORIZED
      INDIVIDUAL(S)

                	
                  AUTHORIZED

                
	
                  FOR TELEPHONE CALL
      BACK

                	
                  TELEPHONE
      NUMBER(S)

                
	 
      	 
      
	 
      	 
      
	
                  Company:

                	 
      
	 
      	 
      
	
                  57th
      Street General Acquisition Corp.

                	 
      
	
                  590
      Madison Avenue, 35th
      Floor

                	 
      
	
                  New
      York, New York 10022

                	 
      
	
                  Attn:  Mark
      D. Klein, Chief Executive Officer

                	
                  (212)
      409-2434

                
	 
      	 
      
	 
      	 
      
	
                  Trustee:

                	 
      
	 
      	 
      
	
                  Continental
      Stock Transfer

                	 
      
	
                    &
      Trust Company

                	 
      
	
                  17
      Battery Place

                	 
      
	
                  New
      York, New York 10004

                	 
      
	
                  Attn:  Frank
      Di Paolo, CFO

                	
                  (212)
      845-3270