AMENDED AND RESTATED NOTECrumbs Bake Shop, Inc. • July 16th, 2014 • Retail-food stores
This Note is the “Amended and Restated Note” referred to in, and evidences indebtedness incurred under, and is subject to the terms and provisions of, the Senior Secured Loan and Security Agreement, dated as of January 20, 2014, as amended by First Amendment to Senior Secured Loan and Security Agreement dated July 10, 2014 (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Loan Agreement;” terms not otherwise defined have the meanings assigned to them in the Loan Agreement), between the undersigned and Lender. Reference is made to the Loan Agreement for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
FIRST AMENDMENT TO SENIOR SECURED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2014 • Crumbs Bake Shop, Inc. • Retail-food stores
THIS FIRST AMENDMENT TO SENIOR SECURED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of July 10, 2014, by and among Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs Holdings”), Crumbs Bake Shop, Inc., a Delaware corporation (“Crumbs,” together with Crumbs Holding, collectively, the “Borrowers” and each a “Borrower”), and Lemonis Fischer Acquisition Company, LLC, a Delaware limited liability company (“Lender”), with respect to the following:
ASSET PURCHASE AGREEMENT By and Among CRUMBS BAKE SHOP, INC., CRUMBS HOLDINGS LLC, and LEMONIS FISCHER ACQUISITION COMPANY, LLCAsset Purchase Agreement • July 16th, 2014 • Crumbs Bake Shop, Inc. • Retail-food stores • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 11, 2014 (the “Effective Date”), by and among Lemonis Fischer Acquisition Company, LLC, a Delaware limited liability company (“Purchaser”), Crumbs Bake Shop, Inc., a Delaware corporation, (“Crumbs”), Crumbs Holdings LLC, a Delaware limited liability company (“Holdings”), and the Crumbs and Holdings subsidiaries listed on the signature page who become signatories to this Agreement (together with Holdings and Crumbs, collectively, the “Sellers" and each a “Seller”).
