FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 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 Mia Bauer (“Executive”) (collectively, the “Parties”) is entered into as of _______, 2011 (the “Execution Date”).
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
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [DATE], 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.”
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
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
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among 57th Street General Acquisition Corp., a Delaware corporation (the “Parent”) and those members (as they exist immediately prior to the Merger) of Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs”), whose names are set forth on the signature pages hereto, any Joining Stockholder permitted by Section 6.2 hereof (each such Person a “Member Holder” and, collectively, the “Member Holders”), the Sponsor, the underwriter holders whose names are set forth on the signature pages hereto with Morgan Joseph & Co. Inc. (“Representative”) acting as representative of the several underwriters (collectively, the “Underwriter Holders”) and the Expense Holders whose names are set forth on the signature pages hereto.
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
FORM OF INSIDER WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • April 7th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This INSIDER WARRANT EXCHANGE AGREEMENT (the “Agreement”), is dated as of __________________, 2011, by and among 57th Street General Acquisition Corp., a Delaware corporation (“Parent”) and 57th Street GAC Holdings LLC (the “Parent Founder”), Morgan Joseph TriArtisan LLC, Ladenburg Thalmann & Co. Inc., I-Bankers Securities Incorporated, Maxim Group LLC and Rodman & Renshaw, LLC (each a “Holder” and collectively, the “Holders”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Business Combination Agreement (as defined below).
