WARRANT AGREEMENTWarrant Agreement • May 6th, 2010 • 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
UNDERWRITING AGREEMENT between 57TH STREET GENERAL ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: , 2010Underwriting Agreement • May 6th, 2010 • 57th Street General Acquisition Corp • Blank checks • New York
The undersigned, 57th Street General Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as representative (Morgan Joseph & Co., in its capacity as representative, is referred to herein variously as “you,” or the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 6th, 2010 • 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.
