JOINT FILING AGREEMENTJoint Filing Agreement • May 16th, 2011 • EHL Holdings LLC • Blank checks
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of each such party.
ACKNOWLEDGEMENT OF FORFEITURE OF SECURITIES November 14, 2011Acknowledgement of Forfeiture of Securities • December 6th, 2011 • EHL Holdings LLC • Bakery products
Reference is hereby made to that certain Business Combination Agreement, dated as of January 9, 2011, as amended on each of February 18, 2011, March 17, 2011 and April 7, 2011, in each case by and among 57th Street General Acquisition Corp. (now Crumbs Bake Shop, Inc.), a Delaware corporation (“CBS”), 57th Street Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), Crumbs Holdings LLC, a Delaware limited liability company (the “Holdings”), the members of Holdings as set forth on the signature page thereto (each a “Member” and, collectively, the “Members”), and the representatives of Holdings and the Members (the “Member Representatives”) (as amended, the “Business Combination Agreement”).
ESCROW AGREEMENTEscrow Agreement • May 16th, 2011 • EHL Holdings LLC • Blank checks • Delaware
ESCROW AGREEMENT, dated as of May 5, 2011 (the “Agreement”) by and among (i) 57th Street General Acquisition Corp., a Delaware corporation (“Parent”), (ii) Crumbs Holdings LLC, a Delaware limited liability company (the “Company”), (iii) Jason Bauer, Victor Bauer, Mia Bauer, EHL Holdings LLC, a Delaware limited liability company (“EHL”), and John Ireland (collectively the “Members”), (iv) Jason Bauer, in his capacity as Member Representative and Edwin Lewis, in his capacity as Member Representative, and (v) Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
