REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2010 • 57th Street General Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of May, 2010, by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Company”), the undersigned party listed under Investor on the signature page hereto (the “Investor”) and the underwriter warrantholders with Morgan Joseph & Co. Inc. (“MJ” or the “Representative”) acting as representative of the several underwriters (collectively, the “Underwriter Warrantholders”).
WARRANT AGREEMENTWarrant Agreement • May 25th, 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 (the “Sponsor”), wholly owned by certain officers and directors of the Company (the “Insiders”), and the underwriters (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
UNDERWRITING AGREEMENT between 57TH STREET GENERAL ACQUISITION CORP. and MORGAN JOSEPH & CO. INC. Dated: May 19, 2010Underwriting Agreement • May 25th, 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 25th, 2010 • 57th Street General Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of May 19, 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.
AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • May 25th, 2010 • 57th Street General Acquisition Corp • Blank checks • Delaware
AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 19th 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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 25th, 2010 • 57th Street General Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of May 19, 2010 (the “Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Company”), 57th Street GAC Holdings LLC (“Holdings” or the “Initial Stockholder”), the undersigned parties listed as the Underwriter Warrantholders on the signature pages hereto (the “Underwriter Warrantholders”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
