Attached files
| file | filename |
|---|---|
| S-1/A - Crumbs Bake Shop, Inc. | v183022_s1.htm |
| EX-1.1 - Crumbs Bake Shop, Inc. | v183022_ex1-1.htm |
| EX-4.4 - Crumbs Bake Shop, Inc. | v183022_ex4-4.htm |
| EX-5.1 - Crumbs Bake Shop, Inc. | v183022_ex5-1.htm |
| EX-3.2 - Crumbs Bake Shop, Inc. | v183022_ex3-2.htm |
| EX-10.1 - Crumbs Bake Shop, Inc. | v183022_ex10-1.htm |
| EX-10.4 - Crumbs Bake Shop, Inc. | v183022_ex10-4.htm |
| EX-10.5 - Crumbs Bake Shop, Inc. | v183022_ex10-5.htm |
| EX-14.1 - Crumbs Bake Shop, Inc. | v183022_ex14-1.htm |
| EX-10.6 - Crumbs Bake Shop, Inc. | v183022_ex10-6.htm |
Exhibit
10.7
____________
___, 2010
57th Street
General Acquisition Corp.
590
Madison Avenue, 35th
Floor
New York,
New York 10022
Morgan
Joseph & Co. Inc.
600 Fifth
Avenue, 19th Floor
New York,
NY 10020-2302
Re: Initial Public
Offering
Gentlemen:
The
undersigned stockholder of 57th Street General Acquisition Corp. (“Company”), in consideration of
Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into
a letter of intent (“Letter of
Intent”) to underwrite an initial public offering of the securities of
the Company (“IPO”) and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 8 hereof):
1. Solely
in the event that the Company solicits its stockholders for approval of a
Business Transaction, the undersigned will vote all Insider Shares beneficially
owned by him in favor of such Business Transaction.
2. In
the event that the Company fails to consummate a Business Transaction within 15
months from the effective date of the Company’s registration statement, as
amended, relating to the IPO (the “Registration Statement”), as
more fully described in the Registration Statement, the undersigned will take
all reasonable actions within its power to cause the Company to (i) cease all
operations except for the purposes of winding up, (ii) redeem 100% of the IPO
Shares for cash equal to their pro rata share of the aggregate amount then on
deposit in the Trust Account, less taxes, which redemption will completely
extinguish the rights of holders of IPO Shares (including the right to receive
further liquidation distributions, if any), subject to applicable law, and
subject to the requirement that any refund of income taxes that were paid from
the Trust Account which is received after the redemption of IPO Shares be
distributed to the former holders of record of such IPO Shares as of the date of
redemption, and (iii) as promptly as possible following such redemption,
dissolve and liquidate the balance of the Company’s net assets to its remaining
stockholders, subject to claims of creditors. Except with respect to
any of the IPO Shares acquired by the undersigned in connection with or
following the IPO, the undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any funds in, or distributions from the
Trust Account in connection with such redemption or otherwise (“Claim”) and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Account for any reason whatsoever.
3. Neither
the undersigned nor any affiliate (“Affiliate”) of the undersigned will be
entitled to receive and will not accept any compensation for services rendered
to the Company prior to or in connection with the consummation of the Business
Transaction; provided that the undersigned shall be entitled to reimbursement
from the Company for its out-of-pocket expenses incurred in connection with
seeking and consummating a Business Transaction. Notwithstanding the
foregoing, the undersigned shall be entitled to reimbursement of $7,500 per
month for administrative and general office services provided to the
Company.
4. Neither
the undersigned nor any Affiliate of the undersigned will be entitled
to receive or accept a finder’s fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Transaction.
5. On
the Effective Date, the undersigned will escrow the Insider Shares beneficially
held him pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the
Company.
6. The
undersigned hereby:
(a)
waives the following rights: (i) in connection with the consummation
of a Business Transaction, the right to redeem or seek to redeem, or to seek
appraisal rights with respect to, any shares of common stock of the Company
(“Common Stock”),
including Insider Shares and IPO Shares, owned or to be owned by the
undersigned, directly or indirectly and (ii) in connection with the redemption
of 100% of the Common Stock in the event the Company does not consummate a
Business Transaction within 15 months from the effective date of the
Registration Statement (the “Termination Event”), the right
to redeem or seek to redeem any Insider Shares owned or to be owned
by the undersigned, directly or indirectly. For purposes of clarity,
and in accordance with Paragraph 2 clause (ii) herein, nothing contained herein
shall prevent the undersigned from redeeming any IPO Shares in connection with a
Termination Event; and
(b)
will take all reasonable action within its power, in the event the Company
conducts the redemption of its IPO Shares pursuant to a tender offer, to cause
the Company or its affiliates or any dealer manager or its affiliates, or any
advisors to the Company or any dealer-manager, (i) not to purchase or arrange to
purchase shares outside the tender offer while such tender offer is open or (ii)
enter into any agreement, understanding or arrangement with any other person in
connection with their purchase or arrangement to purchase shares outside the
tender offer, when such tender offer is open.
(c)
agrees that in the event the Company seeks to amend the Warrants (as defined the
Warrant Agreement between the Company and Continental Stock Transfer and Trust
Company, as Warrant Agent) in a manner that requires the written consent of the
registered holders of two-thirds (2/3) of the then outstanding Warrants under
the Warrant Agreement, the undersigned will not vote any Warrants owned or
controlled by the undersigned in favor of such amendment unless the registered
holders of two-thirds (2/3) of the Public Warrants (as defined in the Warrant
Agreement) vote in favor of such amendment.
7. This
letter 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. The undersigned hereby (i) agrees that any
action, proceeding or claim against him arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought
and enforced in the courts of the State of New York of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. .
8. As
used herein, (i) a “Business
Transaction” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, exchangeable share transaction or
other similar business transaction, with one or more operating businesses or
assets not yet identified; (ii) “Insiders” shall mean all
officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) “Insider
Shares” shall mean all shares of Common Stock issued by the Company prior
to the IPO; (iv) “Insider
Warrants” means the warrants being sold privately by the Company to
certain of the Insiders; (v) “IPO Shares” shall mean the
Common Stock issued in the Company’s IPO; and (vi) “Trust Account” means trust
account in which the proceeds to the Company of the IPO will be deposited and
held for the benefit of the holders of the IPO Shares, a s described in greater
detail in the Registration Statement.
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57th
Street GAC Holdings LLC
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Signature
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