CRUMBS HOLDINGS LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [April] [__], 2011Limited Liability Company Agreement • April 18th, 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 [April][•], 2011 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
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”).
