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
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”).
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).
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
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.”
ContractSecurity Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 5th day of May, 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.
EXCHANGE AND SUPPORT AGREEMENT by and among 57TH STREET GENERAL ACQUISITION CORP. CRUMBS HOLDINGS LLC and EXCHANGING MEMBERS Dated May 5, 2011Exchange and Support Agreement • May 11th, 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”).
INSIDER WARRANT EXCHANGE AGREEMENTInsider Warrant Exchange Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware
This INSIDER WARRANT EXCHANGE AGREEMENT (the “Agreement”), is dated as of May 5, 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).
