LOCK-UP AGREEMENT
Exhibit 10.3
May 5, 0000
00xx Xxxxxx General Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Crumbs Holdings LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
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 00xx
Xxxxxx 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 in the Business Combination Agreement.
1. In order to induce all Parties to enter into the Business Combination Agreement, the
undersigned hereby agrees that, without the prior written consent of Parent and the Company, the
undersigned: (i) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit
offers to purchase, grant any call option or purchase any put option with respect to, assign,
transfer, pledge, borrow or otherwise dispose of, any Equity Consideration received pursuant to the
Business Combination Agreement including, without limitation, any New Crumbs Class B Exchangeable
Units or Parent Series A Voting Preferred Stock received pursuant to the Business Combination
Agreement at the Effective Time or Common Stock issuable upon the exchange thereof (“Closing
Equity Consideration”) or securities convertible into or exercisable or exchangeable for such
Closing Equity Consideration (collectively “Locked Up Equity Consideration” (including,
without limitation, Locked Up Equity Consideration, which may be deemed to be beneficially owned by
the undersigned in accordance with the rules and regulations promulgated under the Securities
Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares or
securities, collectively, the “Lock-up Shares”)); (ii) will not establish or increase any
“put equivalent position” or liquidate or decrease any “call equivalent position” (in each case
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder) with respect to
any Lock-up Shares, or otherwise enter into any swap, derivative or other transaction or
arrangement that transfers to another, in whole or in part, any economic consequence of ownership
of any Lock-up Shares, whether or not such transaction is to be settled by delivery of Lock-up
Shares, other securities, cash or other consideration; or (iii) will not engage in any short
selling of any Lock-up Shares for a period commencing on the Closing Date and ending with respect
to such shares or securities so indicated, as follows: (i) six (6) months following the Closing
Date for one-third (1/3) of the Lock-up Shares, (ii) nine (9) months following the Closing Date for
one-third (1/3) of the Lock-up Shares, and (iii) one (1) month after the audited financial
statements of Parent for fiscal year 2011 shall have been completed for one-third (1/3) of the
Lock-up Shares (all such periods together being the “Lock-up Periods”). For the avoidance
of doubt, the Lock-Up Periods shall apply to the Lock-Up Shares as set forth on Schedule I
to this Agreement. Notwithstanding anything in this paragraph 1 to the contrary, the undersigned
may exercise any rights under the Registration Rights Agreement, provided, however, that no sale of
Lock-up Shares by the undersigned shall be permitted during the Lock-up Period. Nothing in this
Agreement shall prevent the undersigned from making any exchange permitted by the Exchange and
Support Agreement, of even date herewith, by and among Parent, the Company and the members of the
Company.
2. The undersigned hereby authorizes Parent and/or the Company during the Lock-up Periods to
cause any transfer agent for the Lock-up Shares to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, Lock-up Shares for which the
undersigned is the record holder and, in the case of Lock-up Shares for which the undersigned is
the beneficial but not the record holder, agrees during the Lock-Up Periods to cause the record
holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, such Lock-up Shares, if such
transfer would constitute a violation or breach of this Agreement.
3. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Lock-up
Shares during the undersigned’s lifetime or on death (i) if the undersigned is not a natural
person, to its equity holders, (ii) to the immediate family members (including spouses, significant
others, lineal descendants, brothers and sisters) of the undersigned or its equity holders, (iii) a
family trust, foundation or partnership established for the exclusive benefit of the undersigned,
its equity holders or any of their respective immediate family members, (iv) a charitable
foundation controlled by the undersigned, its equityholders or any of their respective immediate
family members or (v), by will or intestacy to the undersigned’s immediate family or to a trust,
the beneficiaries of which are exclusively the undersigned and a member or members of the
undersigned’s immediate family or a charitable foundation controlled by any such persons, provided
in each such case that the transferee thereof agrees to be bound by the restrictions set forth
herein.
4. Notwithstanding the provisions of this Agreement, the undersigned hereby acknowledges and
agrees that such Member’s allocable portion of the Claim Shares set forth on the Member Allocation
are subject to the terms and conditions of the Business Combination Agreement including, without
limitation, the application of such Claim Shares to satisfy indemnification obligations as provided
therein.
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5. The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Agreement and that this Agreement constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the
undersigned will execute any additional documents necessary in connection with enforcement hereof.
Any obligations of the undersigned shall be binding upon the successors and assigns of the
undersigned from the date first above written.
6. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to the conflicts of laws principles thereof. Delivery of a signed copy
of this letter by facsimile or other electronic transmission shall be effective as delivery of the
original hereof.
[Signatures on the following page]
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SCHEDULE I
| 1 Month after | ||||||||||||
| completion of FY | ||||||||||||
| 6 Months following | 9 Months following | 2011 audited | ||||||||||
| Shares | the Closing Date | the Closing Date | financials | |||||||||
New Crumbs Class B
Exchangeable Units |
32,501 | 32,501 | 32,500 | |||||||||
Parent Series A
Voting Preferred
Stock |
3,250.1 | 3,250.1 | 3,250.0 | |||||||||
