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 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
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
LOCK-UP AGREEMENTLock-Up Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011, and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”), by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms
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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2010 • 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”), 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Company”), and Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs” and together with the Company, the “Companies”) and Jason Bauer (“Executive”) (collectively, the “Parties”) is entered into as of May 5, 2011 (the “Execution Date”).
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2011 • Crumbs Bake Shop, Inc. • Bakery products • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and among Crumbs Bake Shop, Inc., a Delaware corporation (“CBS”), and Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs” and together with CBS, the “Company”) and John D. Ireland (“Executive”) (collectively, the “Parties”) is entered into as of December 21, 2011 (the “Execution Date”).
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:
CRUMBS HOLDINGS LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 5, 2011Limited Liability Company Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Crumbs Holdings LLC (the “Company”), dated and effective as of May 5, 2011 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
FORM OF LOCK-UP AGREEMENTLetter Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011, and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”), by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms
LOCK-UP AGREEMENTLock-Up Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011 and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms i
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 5, 2011, is hereby entered into by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), and each of the undersigned parties hereto identified as “Members.”
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • March 30th, 2012 • Crumbs Bake Shop, Inc. • Bakery products • New York
SECOND AMENDMENT AGREEMENT dated as of July 28, 2011 (this “Amendment”), by and between Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), and Melita Corp. d/b/a JMJ Bakery, a New York corporation (“JMJ”).
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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 14th, 2010 • 57th Street General Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of May [__], 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”).
FORM OF EXCHANGE AND SUPPORT AGREEMENT by and among 57TH STREET GENERAL ACQUISITION CORP. CRUMBS HOLDINGS LLC and EXCHANGING MEMBERS Dated [April] [•], 2011Exchange and Support Agreement • April 18th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This Agreement is entered into pursuant to the Business Combination Agreement, by and among Parent, 57th Street Merger Sub LLC, the Company, the Exchanging Members and the representatives of the Company and the Exchanging Members (the “Member Representatives”), dated as of January 9, 2011, as amended on February 18, 2011, March 17, 2011 and on April 7, 2011 (as amended from time to time in accordance with its terms, the “Business Combination Agreement”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011 and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms i
CRUMBS BAKE SHOP, INC. 110 West 40th Street, Suite 2100, New York, NY November 14, 201157th Street General Acquisition Corp • November 16th, 2011 • Bakery products
This letter agreement may be executed in counterparts, each of which is an original but which shall together constitute one and the same instrument.
ContractBusiness Combination Agreement • January 10th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2014 • Crumbs Bake Shop, Inc. • Retail-food stores • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) effective as of April 1, 2014 (the Commencement Date) by and between Crumbs Bake Shop, Inc., a Delaware corporation, and its subsidiary, Crumbs Holdings LLC, a Delaware limited liability (collectively, the “Company”) with a primary business address at 110 West 40th street, New York, NY 10018, and Edward M. Slezak, an individual with a mailing address at 380 Rector Place; Apt 12G, New York, NY 10280 (the “Executive”)
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • April 28th, 2010 • 57th Street General Acquisition Corp • Blank checks • Delaware
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 30th day of October, 2009 by and between 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, and 57th Street GAC Holdings LLC (“Sponsor”), having its principal place of business at 590 Madison Avenue, 35th Floor, New York, New York 10022.
GCD CONSULTANTS, LLC CRUMBS AGREEMENTCrumbs Agreement • March 8th, 2013 • Crumbs Bake Shop, Inc. • Retail-food stores • New York
Agreement (the “Agreement”) made effective January 1, 2013, by and between CRUMBS HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware with its executive office at 110 W. 40th Street, Suite 2100, New York, New York 10018 (hereinafter “CRUMBS”) and GCD CONSULTANTS LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at 1000 Winter Street, Suite 2800, Waltham, Massachusetts 02451 (hereinafter “GCD”). This Agreement shall replace and supersede the existing agreement dated January 1, 2011, and the existing agreement shall be null and void as of the date of this Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011 and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms i
Contract57th Street General Acquisition Corp • May 11th, 2011 • Blank checks
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.
WARRANT AGREEMENTWarrant Agreement • May 18th, 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”), and 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
AMENDED AND RESTATED NOTECrumbs Bake Shop, Inc. • July 16th, 2014 • Retail-food stores
This Note is the “Amended and Restated Note” referred to in, and evidences indebtedness incurred under, and is subject to the terms and provisions of, the Senior Secured Loan and Security Agreement, dated as of January 20, 2014, as amended by First Amendment to Senior Secured Loan and Security Agreement dated July 10, 2014 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Loan Agreement;” terms not otherwise defined have the meanings assigned to them in the Loan Agreement), between the undersigned and Lender. Reference is made to the Loan Agreement for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 14, 2011, by and among Crumbs Bake Shop, Inc., a Delaware corporation (the “Company”), Crumbs Holdings LLC, a Delaware limited liability company and subsidiary of the Company (“Crumbs”, and together with the Company, the “Companies”), and Julian R. Geiger (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
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:
GCD CONSULTANTS, LLC CRUMBS AGREEMENTCrumbs Agreement • January 20th, 2012 • Crumbs Bake Shop, Inc. • Bakery products • New York
Agreement (the “Agreement”) made effective January 1, 2012, by and between CRUMBS HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware with its executive office at 110 W. 40th Street, Suite 2100, New York, New York 10018 (hereinafter “CRUMBS”) and GCD CONSULTANTS LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at 1000 Winter Street, Suite 2800, Waltham, Massachusetts 02451 (hereinafter “GCD”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Combination Agreement entered into as of January 9, 2011, as amended by that certain Amendment to Business Combination Agreement, dated as of February 18, 2011, Amendment No. 2 to Business Combination Agreement, dated as of March 17, 2011 and Amendment No. 3 to Business Combination Agreement, dated as of April 7, 2011 (collectively, and as amended, the “Business Combination Agreement”) by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the members of the Company as set forth on the signature page thereof, and the representatives of the Company and the Members. Capitalized terms used and not otherwise defined herein are defined in the Business Combination Agreement and shall have the meanings given to such terms i
VOTING AGREEMENTVoting Agreement • April 11th, 2014 • Crumbs Bake Shop, Inc. • Retail-food stores
This VOTING AGREEMENT (this “Agreement”) is entered into as of March 20, 2014, by and among Fischer Enterprises, L.L.C., an Oklahoma limited liability company (“Fischer”), Crumbs Bake Shop, Inc., a Delaware corporation (“Crumbs”), and each of the persons listed on Schedule A (each a “Principal Stockholder” and, collectively, the “Principal Stockholders”), with reference to the following:
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 18th, 2011 • 57th Street General Acquisition Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of March 17, 2011, is made and entered into by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), 57th Street Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), the Members and the Member Representatives. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Business Combination Agreement (as defined below).
