0000950123-11-099179 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and among Crumbs Bake Shop, Inc., a Delaware corporation (“CBS”), and Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs” and together with CBS, the “Company”) and Jason Bauer (“Executive”) (collectively, the “Parties”) is entered into as of November 14, 2011 (the “Execution Date”).

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CRUMBS BAKE SHOP, INC. 110 West 40th Street, Suite 2100, New York, NY November 14, 2011
57th Street General Acquisition Corp • November 16th, 2011 • Bakery products

This letter agreement may be executed in counterparts, each of which is an original but which shall together constitute one and the same instrument.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 14, 2011, by and among Crumbs Bake Shop, Inc., a Delaware corporation (the “Company”), Crumbs Holdings LLC, a Delaware limited liability company and subsidiary of the Company (“Crumbs”, and together with the Company, the “Companies”), and Julian R. Geiger (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • New York

This Employment Agreement (the “Agreement”) made this 14th day of November, 2011, by and among Crumbs Bake Shop, Inc. (f/k/a 57th Street General Acquisition Corp.), a Delaware corporation having an office at 110 West 40th Street, Suite 2100, New York, New York 10018 (the “Company”); Crumbs Holdings LLC, a Delaware limited liability company having an office at 110 West 40th Street, Suite 2100, New York, New York 10018 (“Crumbs”, and together with the Company, the “Companies”) and Julian R. Geiger, residing at 7 Chowning Drive, Malvern, Pennsylvania 19355 (the “Executive”).

SECURITIES GRANT AGREEMENT
Securities Grant Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • New York

THIS SECURITIES GRANT AGREEMENT (this “Agreement”) is made as of November 14, 2011 (the “Grant Date”), by and among Crumbs Bake Shop, Inc. (formerly known as 57th Street General Acquisition Corp.), a Delaware corporation (the “Company”), Crumbs Holdings, LLC, a Delaware limited liability company (“Crumbs”, and together with the Company, the “Companies”) and Julian R. Geiger (the “Executive”). The Company, Crumbs and the Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms shall have the meaning ascribed to them in Section 7.

REGISTRATION RIGHTS AGREEMENT by and among CRUMBS BAKE SHOP, INC. and JULIAN R. GEIGER Dated as of November 14, 2011
Registration Rights Agreement • November 16th, 2011 • 57th Street General Acquisition Corp • Bakery products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 14, 2011, between Crumbs Bake Shop, Inc., formerly known as 57th Street General Acquisition Corp., a Delaware corporation (the “Company”), and Julian R. Geiger (the “Executive”).

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