REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2009 • 57th Street General Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2010, by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2009 • 57th Street General Acquisition Corp • Blank checks • New York
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”), to purchase an aggregate of 3,000,000 warrants (“Insider Warrants”) simultaneously with the Public Offering (as defined below) pursuant to a Subscription Agreement dated as of October 30, 2009 (the “Subscription Agreement”); and
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 22nd, 2009 • 57th Street General Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2010 (the “Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed as the Initial Stockholders on the signature page hereto (each an “Initial Stockholder” and collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
57th Street General Acquisition Corp. New York, New York 10022Stock Escrow Agreement • December 22nd, 2009 • 57th Street General Acquisition Corp • Blank checks • New York
We are pleased to accept the offer 57th Street GAC Holdings LLC (the “Subscriber”) has made to purchase 638,889 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) up to 83,333 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of 57th Street General Acquisition Corp., a Delaware corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2009 • 57th Street General Acquisition Corp • Blank checks • New York
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.
57th Street GAC Holdings LLC57th Street General Acquisition Corp • December 22nd, 2009 • Blank checks
