Exhibit 10.1


 


 


SUPERPRIORITY DEBTOR-IN-POSSESSION
CREDIT AND SECURITY AGREEMENT


 


SUPERPRIORITY
DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of July 11, 2014, among
CRUMBS BAKE SHOP, INC., a Delaware corporation and a debtor and debtor in possession in a case pending under Chapter 11
of the Bankruptcy Code (the “Company”), and each of the Company’s subsidiaries listed on the signature
page, each a debtor and debtor in possession in a case pending under Chapter 11 of the Bankruptcy Code (each a “Subsidiary”
and together with the Company, the “Borrower”), and LEMONIS FISCHER ACQUISITION COMPANY, LLC, a Delaware
limited liability company, as lender (together with its successors and assigns, the “Lender”).


 


PRELIMINARY STATEMENTS


 


1.On
July 11, 2014 (the “Filing Date”), Borrower filed voluntary petitions with the Bankruptcy Court initiating the
Case and have continued in the possession of its assets and in the management of its business pursuant to Sections 1107 and 1108
of the Bankruptcy Code.


 


2.Borrower
has requested that the Lender provide post-petition loans and advances consisting of a term loan facility to Borrower in an aggregate
principal amount not to exceed the Commitment (as defined herein).


 


3.The
proceeds of the Loan will be used (i) to pay post-Filing Date related fees and expenses associated with negotiation, execution
and delivery of this Agreement and the other Loan Documents, (ii) for working capital and other general corporate purposes of the
Borrower not materially inconsistent with the aggregate disbursement contemplated in the Budget and to the extent not prohibited
hereunder, (iii) to pay fees and expenses of the Borrower’s advisors, and (iv) to make any other payments permitted to be
made in the Order or in the First Day Orders or by the Bankruptcy Court to the extent not prohibited by this Agreement or otherwise
consented by the Lender.


 


4.To
provide security for the repayment of all obligations of the Borrower hereunder and under the other Loan Documents, the Borrower
will provide to the Lender the following (all as more fully described herein):


 


(a)pursuant
to Section 364 (c)(1) of the Bankruptcy Code and the Order, as applicable, a Superpriority Claim in the Case having priority over
any administrative claims of any entity, including, without limitation, any claims specified in or ordered pursuant to Sections
105, 326, 330, 331, 503(b), 506(c), 507, 726, 1113, 1114 or any other provisions of the Bankruptcy Code, subject only to the Carve-Out
(as defined herein),


 


(b)pursuant
to Section 364(c)(2) of the Bankruptcy Code and the Order, as applicable, a perfected first priority Lien on all unencumbered property
and assets of the Borrower of any kind (other than Avoidance Actions and the proceeds therefrom), subject only to the Carve-Out,
and


 


(c)pursuant
to Section 364(c)(3) of the Bankruptcy Code, a perfected Lien on the property of the Borrower as more fully described herein subject
to (i) Liens for taxes and assessments not yet due and payable, (ii) the Senior Liens (as defined herein); (iii) mechanic’s,
materialmen’s, warehousemen’s or similar Liens that arise by operation of law; (iv) that certain equipment lien held
by LCA Bank Corporation pursuant to a UCC-1 Financing Statement filed with the Delaware Secretary of State on January 6, 2011 at
filing #2011-0055288 (the Liens described in clauses (i) through this clause (iv), being “Permitted Liens”),
and (v) the Carve-Out.




    	 



    	 



    

 


The
parties hereto hereby agree as follows:


 


SECTION 1. DEFINITIONS


 


1.1Defined
Terms. As used in this Agreement (including the recitals hereof), the terms listed in this Section1.1 shall have the
respective meanings set forth in this Section 1.1.


 


“Affiliate”:
as defined in Section 101(2) of the Bankruptcy Code.


 


“Agreement”:
as defined in the preamble hereto.


 


“Applicable
Rate”: seven percent (7%) per annum.


 


“Asset
Purchase Agreement”: the Asset Purchase Agreement, dated as of July 11, 2014, between Lender and Borrower relating to
the sale by Borrower and the purchase by Lender of the Assets of the Borrower and the transactions contemplated thereby.


 


“Assets”:
the assets of the Borrower to be purchased by Lender pursuant to the Asset Purchase Agreement.


 


“Assignee”:
as defined in Section 8.7.


 


“Audited
Financial Statements”: the audited consolidated balance sheet of the Company and its consolidated Subsidiaries for the
fiscal year ended December 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


“Avoidance
Actions”: claims and causes of action arising under sections 502(d), 544, 545, 547, 548, 550 or 551 of the Bankruptcy
Code.


 


“Bankruptcy
Code”: Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor
statute.


 


“Bankruptcy
Court”: the United States Bankruptcy Court for the District of New Jersey.


 


“Borrower”:
as defined in the preamble hereto.


 


“Budget”:
in the form attached hereto as Exhibit A.


 


“Business”:
the business currently carried on by the Borrower.


 


“Business
Day”: a day other than a Saturday, Sunday or other day on which commercial banks in Oklahoma City, Oklahoma are authorized
or required by law to close.


 


“Capital
Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this
Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance
with GAAP.


 




    	 



    	 



    

 


 


“Capital
Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights
or options to purchase any of the foregoing.


 


“Carve-Out”:
as defined in Section 2.7(a).


 


“Carve-Out
Trigger Notice”: as defined in Section 2.7(a).


 


“Case”:
the bankruptcy case of each Borrower currently pending under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.


 


“Cash
Collateral”: “cash collateral” as such term is defined in Section 363(a) of the Bankruptcy Code, or any successor
provision.


 


“Code”:
the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”:
all of Borrower’s Equipment, Inventory, Accounts, Chattel Paper, General Intangibles, Goods, Documents, Fixtures, Deposit
Accounts, Instruments, Investment Property, Letter of Credit Rights, Software, Commercial Tort Claims, money, Intellectual Property,
Incidental Rights, including, without limitation, the Borrower’s equity interest in each Subsidiary, in each case, whether
owned now or acquired after the date of this Agreement, and including all proceeds thereof, all substitutions therefor, and all
books and records related thereto; provided, however, the term “Collateral” shall not include the Southeastern CD.


 


“Commitment”:
the obligation of the Lender to make the Loan to the Borrower in an aggregate principal amount up to $1,133,000.00.


 


“Commitment
Period”: the period from and including the day after the date of this Agreement to September 8, 2014.


 


“Commonly
Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the
meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under
Section 414 of the Code.


 


“Contractual
Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Copyrights”:
all rights under applicable law associated with works of authorship, including but not limited to copyrights, moral rights, mask-works,
and computer software (excluding commercially available software).


 


“Debtor
Relief Laws”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 




    	 



    	 



    

 


 


“Default”:
any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or
both, would constitute an Event of Default.


 


“Disposition”
or “Dispose”: (a) the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by the Borrower (or the granting of any option or other right to do any of the foregoing), including
any sale, assignment, transfer or other disposal, with or without recourse, of any Capital Stock owned by the Borrower, or any
notes or accounts receivable or any rights and claims associated therewith and (b) the issuance of Capital Stock by any Subsidiary
of the Borrower to any Person other than the Borrower.


 


“Dollars”
and “$”: dollars in lawful currency of the United States.


 


“Environmental
Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating
to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any
time hereafter be in effect.


 


“ERISA”:
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Event
of Default”: any of the events specified in Section 7.


 


“Facility”:
the Commitment and the Loans made thereunder.


 


“Filing
Date” as defined in the recitals hereto.


 


“Final
Order”: an order of the Bankruptcy Court in the Case in substantially the form attached hereto as Exhibit C authorizing
and approving this Agreement and the other Loan Documents under Section 364(c) of the Bankruptcy Code entered at or after a final
hearing and on a final basis, which order shall be in substantially the same form as the Interim Order except that it will be characterized
as a final order, eliminating references to “interim” approval.


 


“First
Advance Closing Date”: the first Business Day after the date on which an Interim Order is entered by the Bankruptcy Court.


 


“First
Day Orders”: as defined in Section 4.1(d).


 


“GAAP”:
generally accepted accounting principles in the United States as in effect from time to time.


 


“Governmental
Approval”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).


 




    	 



    	 



    

 


 


“Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity
or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, any Indebtedness, leases, dividends
or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any
manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect
of which such Guarantee Obligation is made and (ii) the maximum amount for which such guaranteeing person may be liable pursuant
to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in
good faith.


 


“Incidental
Rights” (a) all books and records relating to the Equipment, contracts, contract rights, licenses, sublicenses, computer
tapes, catalogues, advertisements, source codes, computer programs, computer cards and computer disks, Accounts, Inventory and
any of the other items or types of Collateral; (b) all indemnities, guaranties or warranties relating to the ownership, construction,
rental, operation, maintenance, use or repair of the Equipment or other items or types of Collateral, (c) all telephone numbers
assigned to Borrower, (d) all governmental filings, permits, approvals or licenses relating to the ownership, use or operating
of the Equipment and Inventory; and (e) contract files, right-of-way files and engineering files relating primarily thereto.


 


“Indebtedness”:
of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect
to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations
of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit,
surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such Person, (h) all
Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, and (i)
all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights)
owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.


 




    	 



    	 



    

 


 


“Interest
Payment Date”: (a) the last Business Day of each calendar month while any Loan is outstanding and the Maturity Date,
and (b) the date of any repayment or prepayment of any Loan.


 


“Interim
Order”: an order of the Bankruptcy Court in the Case in substantially the form attached hereto as Exhibit C authorizing
and approving this Agreement and the other Loan Documents under Section 364(c) of the Bankruptcy Code entered at or after an interim
hearing and on an interim basis.


 


“Investment”:
as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock or debt of another Person, (b) a loan, advance or capital contribution to, Guarantee Obligation or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs
debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.1
in respect of such Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets
of another Person that constitute a business unit of, or all of a substantial part of the business being conducted by, such Person.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.


 


“Intellectual
Property”: the Copyrights, Know-How, Patents, and Trademarks.


 


“Know-How”:
all technical and business knowledge, proprietary information, data, processes, techniques, methods of manufacturing, methods of
operation, drawings, designs, blueprints, databases, draft patent applications, invention disclosures, research and development
projects, operating manuals, manufacturing and quality control procedures, non-commercial software, trade secrets, plans, accumulated
experience, plant and tool design, installation instructions and raw material specifications, formulations, techniques, drawings,
unpatented inventions (including inventions conceived prior to the date hereof but not documented as of the date hereof), advertising
procedures, sales promotion literature, customer lists, and price lists, in each case to the extent protectable under applicable
law.


 


“Lender”
as defined in the preamble hereto.


 


“Lien”:
any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially
the same economic effect as any of the foregoing).


 


“Loan”:
an extension of credit by the Lender to the Borrower pursuant to Section 2.1.


 


“Loan
Documents”: this Agreement, the Security Documents, the Note and any amendment, waiver, supplement or other modification
to any of the foregoing.


 


“Loan
Notice”: a notice of a borrowing substantially in the form of Exhibit B.


 




    	 



    	 



    

 


 


“Material
Adverse Effect”: means any event, change, condition, state of facts, occurrence or circumstance (regardless of whether
such event, change, condition, state of facts, occurrence or circumstance constitutes a breach of any representation, warranty
or covenant of Borrowers hereunder) which has had or would reasonably be expected to have, individually or when considered together
with any other events, changes, conditions, states of facts, occurrences or circumstances, (a) a material adverse effect on or
a material adverse change in or to the assets, liabilities, results of operations, profits, or condition (financial or otherwise)
of the Business, considered as a whole, (b) a material adverse change on or a material adverse change in or to the ability of Borrower
to consummate the transactions contemplated by this Agreement or perform its obligations under this Agreement or (c) the effect
of preventing or materially delaying the consummation of the transactions contemplated by this Agreement, but in each case shall
not include the effects of events, changes, effects, conditions, state or facts, occurrences and circumstances relating to (i)
any change in the United States or foreign economies or financial markets in general; (ii) any change that generally affects the
businesses in which Borrower generally competes; (iii) any change arising in connection with earthquakes, hostilities, acts of
war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage
or terrorism or military actions existing or underway as of the date hereof; (D) any change in applicable laws or accounting rules,
in each case only to the extent occurring after the date of this Agreement; (iv) any actions taken or proposed to be taken by Lender
or any of its Affiliates without the consent of the Borrower; (v) any effect resulting from the public announcement of this Agreement;
and (vi) any effect resulting from the filing of the Bankruptcy Case, the events that typically result from the commencement of
cases under Chapter 11 of the Bankruptcy Code, and Borrower’s inability to pay certain obligations as a result of the filing
of the Bankruptcy Case; provided, however, that with respect to clauses (i), (ii), (iii) and (iv), such effects have not had, or
are not reasonably likely to have, individually or in the aggregate, a disproportionate adverse effect on the Business, taken as
a whole, as compared to other companies operating in the industries in which Business operates (in which case the incremental disproportionate
effect or effects shall be taken into account in determining whether there has been a Material Adverse Effect).


 


“Maturity
Date”: the earlier of (a) the Scheduled Maturity Date, (b) the date of the closing of the sale of Assets to Lender pursuant
to the Asset Purchase Agreement or to a Person other than the Lender pursuant to a higher and better offer, and (c) the date on
which the Loan becomes due and payable pursuant to Section 7.


 


“Multiemployer
Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Note”:
that certain Promissory Note dated of even date herewith by Borrower and made payable to the order of Lender in the amount of the
Commitment, as it may be amended, supplemented or otherwise modified from time to time.


 


“Obligations”:
the unpaid principal of and interest on (including interest accruing after the maturity of the Loan) the Loan, and all other obligations
and liabilities of the Borrower to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Senior Loan and Security
Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, or otherwise.


 


“Order”:
from the date on which the Interim Order is entered until the date on which the Final Order is entered, the Interim Order, and,
after entry of the Final Order, the Final Order.


 


“Ordinary
Course of Business” or “in the Ordinary Course”: the conduct of the Business in substantially the same manner
as the Business was operated on the date of this Agreement, including operations in conformance with the Borrower’s practices
and procedures as of such date.


 


“Other
Taxes”: any and all present or future stamp or documentary taxes or any other excise taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement
or any other Loan Document.


 




    	 



    	 



    

 


 


“Patents”:
all domestic and foreign letters design and utility patent and patent applications (including without limitation all provisional,
design, divisional, renewal, re-exam, reissue, substitute, continuation, continuations-in-part and convention applications, all
other patent applications or utility model applications or issued patents or utility models claiming priority therefrom or otherwise
related thereto, and any and all letters patent and utility models, reissues, reexaminations, and extensions of letters patent
and utility models granted thereon, and every priority right that is or may be predicted upon or arise from therefrom or based
thereon) (including, without limitation, patents and patent applications in the United States Patent and Trademark Office, or in
any similar office or agency of the United States or any other country or any political subdivision thereof).


 


“PBGC”:
the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


“Permitted
Liens”: as defined in the recitals hereto.


 


“Person”:
an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Plan”:
at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Professionals”:
as defined in Section 2.7(a).


 


“Professional
Expense Cap”: as defined in Section 2.7(a).


 


“Properties”:
the facilities and properties owned, leased or operated by the Borrower.


 


“Quarterly
Financial Statements”: means the unaudited consolidated financial statements of the Company and its consolidated Subsidiaries
for the fiscal quarter ended March 31, 2014.


 


“Reorganization”:
with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of
ERISA.


 


“Reportable
Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.


 


“Requirement
of Law”: as to any Person, the Bylaws and Certificate of Incorporation or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is
subject.


 


“Responsible
Officer”: means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of
the Borrower or any of the other individuals designated in writing to the Lender by an existing Responsible Officer of the Borrower
as an authorized signatory of any certificate or other document to be delivered hereunder.


 




    	 



    	 



    

 


 


“SEC”:
the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


“Scheduled
Maturity Date”: September 8, 2014.


 


“Securities
Act”: the Securities Act of 1933, as amended from time to time and any successor statute.


 


“Security
Documents”: the collective reference to the Senior Loan and Security Agreement, the Order, and all other security documents
hereafter delivered to the Lender granting a Lien on any property of any Person to secure the Obligations.


 


“Senior
Lender”: Fischer Enterprises, L.L.C., an Oklahoma limited liability company.


 


“Senior
Liens”: the Liens granted by Borrower in connection with the Senior Loan and Security Agreement.


 


“Senior
Loan and Security Agreement”: that certain Senior Loan and Security Agreement, dated January 20, 2014, by and among the
Company, Crumbs Holdings LLC and the Senior Lender, as amended by that certain First Amendment to Senior Secured Loan and Security
Agreement dated July 10, 2014, by and among the Company, Crumbs Holdings LLC, and the Lender (the “First Amendment”).


 


“Southeastern
CD”: that certain Certificate of Deposit in the amount of $465,398.44 securing the obligations of Crumbs Holdings LLC
under the Commercial Loan Agreement, between Southeastern Bank and Crumbs Holdings LLC dated May 5, 2011, as amended from time
to time.


 


“Single
Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.


 


“Subsequent
Advance” and “Subsequent Advances”: as defined in Section 2.1.


 


“Subsequent
Advance Amount”: as defined in Section 2.2(b).


 


“Subsequent
Advance Closing Date”: the first Business Day after the date on which a Final Order is entered by the Bankruptcy Court
and the Company delivers to Lender a Loan Notice.


 


“Subsequent
Advance Date”: as defined in Section 2.2(b).


 


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries”
in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Superpriority
Claim”: a claim under Section 364(c)(1) of the Bankruptcy Code against Borrower in the Case which is an administrative
expense claim having priority over any or all administrative expenses, including, without limitation, administrative expenses of
the kind specified in Sections 503(b), 506(c) or 507(b) of the Bankruptcy Code.


 




    	 



    	 



    

 


 


“Trademarks”:
all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, dba's,
internet domain names, trade dress, trade styles, designs, logos and other source or business identifiers and all general intangibles
of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and
foreign trademarks, service marks, collective marks, certification marks, trade names, business names, dba's, internet domain names,
trade dress, trade styles, designs, logos and other source or business identifiers), all applications, registrations and recordings
thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office
or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof),
and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such marks or associated
therewith.


 


“Uniform
Commercial Code” or “UCC”: the Uniform Commercial Code (or any similar or equivalent legislation)
as in effect from time to time in any applicable jurisdiction.


 


“United
States”: the United States of America.


 


“UST”:
the United States Trustee appointed to serve in the Case.


 


		1.2	Other Definitional Provisions.



 


(a)Unless
otherwise specified therein, all terms defined in this Agreement shall have the meanings set forth herein when such terms are used
in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)As
used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative
meanings), (iii) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights and (iv) references to agreements or other Contractual Obligations shall, unless
otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise
modified from time to time.


 


(c)The
words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.


 


(d)The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(e)The
following capitalized terms shall have the meanings set forth in the UCC: Equipment, Inventory, Accounts, Chattel Paper, General
Intangibles, Goods, Documents, Fixtures, Deposit Accounts, Instruments, Investment Property, Letter of Credit Rights, and Commercial
Tort Claims.




    	 



    	 



    

 


SECTION 2. AMOUNT AND TERMS OF COMMITMENT


 


2.1Commitment.
Subject to the satisfaction of the conditions set forth in Section 4.1 and provided that the Commitment Period has not expired,
the Lender agrees to make the Loan through two or more advances of Dollars to the Borrower: (a) the first (the “First
Advance”), on the First Advance Closing Date, in the original principal amount of $200,000.00, and (b) the subsequent
(the “Subsequent Advances,” and each a “Subsequent Advance”) in the amount stated in any
Loan Notice up to the then unfunded balance of the Commitment on the applicable Subsequent Advance Closing Date.


 


2.2Procedure for Borrowing.


 


(a)First
Advance. The Lender shall advance the First Advance Amount to the Borrower on the First Advance Date not later than 3:00 p.m.
(Oklahoma City time) on the First Advance Closing Date by wire transfer of Dollars to the Borrower. A Loan Notice shall not be
required to be provided to Lender in connection with the First Advance.


 


(b)Subsequent
Advances. Borrower may request Subsequent Advances of the remaining portion of the Commitment in accordance with this Section
2.2(b). Lender shall make such Subsequent Advances if the following conditions are met: (i) the Subsequent Advance is consistent
with each category of expenditure set forth in the Budget, and (ii) the Final Order has been entered. Borrower may request a Subsequent
Advance by delivering to Lender a fully executed Loan Notice on the date Borrower desires any Subsequent Advance to be made (the
“Subsequent Advance Date”) specifying the amount of the Subsequent Advance (not to exceed the remaining portion
of the Commitment) (the “Subsequent Advance Amount”). The Lender shall advance the Subsequent Advance Amount
to the Borrower if the conditions in this Section 2.2(b) are satisfied on the Subsequent Advance Date for such request not
later than 3:00 p.m. (Oklahoma City time) on the Subsequent Advance Date by wire transfer of Dollars to the Borrower.


 


2.3Repayment
of the Loan. The Loan shall mature on the Maturity Date and shall be indefeasibly repaid in full in immediately available funds
on the Maturity Date; provided, however, that if the Maturity Date arises as a result of (a) the closing of the sale of the Assets
to Lender pursuant to the Asset Purchase Agreement, the Loan shall be deemed repaid through closing of such Asset sale pursuant
to the Asset Purchase Agreement between Borrower and Lender, or (b) the closing of the sale of the Assets to a Person other than
the Lender pursuant to a higher and better offer, the Loan shall be repaid in cash to Lender at the closing of such Asset sale.
Unless otherwise provided under this Agreement, all payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00
Noon, Oklahoma City time, on the due date thereof to the Lender at the office of the Lender specified in Section 8.2 (or
such other office as may be specified from time to time by the Lender by written notice to the Borrower), in Dollars and in immediately
available funds. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence,
interest thereon shall be payable at the then Applicable Rate during such extension.




    	 



    	 



    

 


2.4Optional
Prepayments. The Borrower may at any time and from time to time prepay the Loan, in whole or in part, without premium or penalty,
upon irrevocable notice delivered to the Lender no later than 10:00 A.M., Oklahoma City time, one Business Day prior thereto, which
notice shall specify the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments
of the Loan shall be in an aggregate principal amount of $25,000 or a whole multiple thereof.


 


2.5Interest
Rates and Payment Dates. Each Loan shall bear interest at a rate per annum equal to the Applicable Rate. All computations of
fees and interest shall be made on the basis of a 360- day year and actual days elapsed.


 


(a)(i)
On or prior to the Maturity Date, if any Default or Event of Default shall occur, the Loan (whether or not overdue) shall bear
interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2%, (ii) after the Maturity Date, the Loan shall bear interest at a rate per annum equal to the rate then
applicable to the Loan under the Facility plus 2%, and (iii) if all or a portion of any interest payable on any Loan or any other
amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable to the Loan under the Facility plus 2%, in each
case, with respect to clauses (i), (ii) and (iii) above, from the date of such Event of Default or non-payment, as the case may
be, until the Event of Default is cured or waived in writing in accordance with this Agreement, or such amount is indefeasibly
paid in full in immediately available funds (as well after as before judgment).


 


(b)Interest
shall be payable in arrears on each Interest Payment Date, provided, that interest accruing pursuant to paragraph (a) of this Section
shall be payable from time to time on demand.


 


2.6Pro
Rata Treatment and Payments. Amounts prepaid on account of the Loan may not be reborrowed.


 


2.7Priority
and Liens.


 


(a)Superpriority
Claims and Liens. Borrower hereby covenants, represents and warrants that, upon entry of the Order, the Obligations of Borrower
under the Loan Documents:


 


(i)pursuant
to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim;


 


(ii)pursuant
to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on all tangible and
intangible property of Borrower that is not subject to the Permitted Liens (other than Avoidance Actions and the proceeds therefrom);
and


 


(iii)pursuant
to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected Lien upon all tangible and intangible property of
Borrower that is subject to Permitted Liens, junior to such Permitted Liens, and




    	 



    	 



    

 


(iv)the
Superpriority Claim and the Liens provided in clauses (i) through (iii) shall be subject only to the Permitted Liens and the Carve-Out
(as defined below); provided, that, except as otherwise provided in the Order, no portion of the Carve-Out shall be utilized for
the payment of professional fees and disbursements incurred in connection with any challenge to the amount, extent, priority, validity,
perfection or enforcement of the indebtedness of Borrower owing to the Lender, agents or indemnified parties under this Agreement.
The Lender may deliver notice to the Borrower (and its counsel), and the UST that an Event of Default has occurred and is continuing
and the Lender desires to trigger wind-down of the Carve-Out as provided herein (a “Carve-Out Trigger Notice”).
“Carve-Out” means the (a) unpaid fees of the Clerk of the Bankruptcy Court and the UST pursuant to 28 U.S.C.
§ 1930(a), (b) unpaid and allowed Budgeted fees and expenses of professional persons, retained by the Borrower pursuant to
Section 327 of the Bankruptcy Code with the approval of the Bankruptcy Court (collectively, the “Professionals”),
in each case, incurred on and prior to delivery of a Carve-Out Trigger Notice and (c) unpaid and allowed fees and expenses of Professionals
incurred subsequent to delivery of a Carve-Out Trigger Notice, in an aggregate amount not to exceed the budgeted amount for any
such Professional (the “Professional Expense Cap”). For the avoidance of doubt, the Professional Expense Cap
shall only apply after the delivery of a Carve-Out Trigger Notice. The Professional Expense Cap shall be reduced, dollar for dollar,
by the amount of any fees, costs and expenses incurred and paid to Professionals subsequent to delivery of a Carve-Out Trigger
Notice. The Lender agrees that Borrower shall be permitted to pay compensation and reimbursement of expenses allowed and payable
under 11 U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the same shall not reduce the Carve-Out
prior to the delivery of a Carve-Out Trigger Notice. The foregoing shall not be construed as consent to the allowance of any fees
and expenses referred to above and shall not affect the right of the Lender to object to the allowance and payment of such amounts.


 


(b)Real
Property. Subject in all respects to the terms of the Order, the priorities set forth in Section 2.6(a) above and to
the Carve-Out, Borrower grants to the Lender a security interest in, and mortgage on, all of the right, title and interest of Borrower
in all real property owned by Borrower (including leasehold interests), together in each case with all of the right, title and
interest of Borrower in and to all buildings, improvements, and fixtures related thereto, all general intangibles relating thereto
and all proceeds thereof. Borrower shall acknowledge that, pursuant to the Order, the Liens in favor of the Lender of such real
property shall be perfected without the recordation of any instruments of mortgage or assignment. Borrower agrees that upon the
reasonable request of the Lender, Borrower shall promptly enter into separate mortgages on owned real property in recordable form
with respect to such properties on terms reasonably satisfactory to the Lender.


 


2.8Notes.
Upon request of the Lender, the Borrower shall execute and deliver a Note to the Lender in the amount of the Loan held by the Lender.


 


2.9Security.
Upon entry of the Order, as security for the prompt payment and performance of all Obligations of Borrower, Borrower hereby grants,
in accordance with and subject to the provisions hereof and the Order, to the Lender a first priority lien and security interest
in all of its right, title and interest in and to all of its Collateral, subject to the Permitted Liens and pari passu with the
Senior Liens.


 


SECTION 3. REPRESENTATIONS AND WARRANTIES


 


To induce
the Lender to enter into this Agreement and to make the Loan the Borrower hereby represents and warrants to the Lender that:


 


3.1Existence;
Compliance with Law. The Borrower (a) is duly organized, and validly existing under the laws of the jurisdiction of its organization,
(b) subject to the entry of the Order, has the power and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct its business in a manner in which its business is now being conducted, and (c)
is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.




    	 



    	 



    

 


3.2Power;
Authorization; Enforceable Obligations. Subject to the entry of the Order, the Borrower has the power and authority, and the
legal right, to make, deliver and perform the Loan Documents to which it is a party and to obtain extensions of credit hereunder.
The Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents
to which it is a party and to authorize the extensions of credit on the terms and conditions of this Agreement. Other than Bankruptcy
Court approval, no Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of,
any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance,
validity or enforceability of this Agreement or any of the Loan Documents. Each Loan Document has been duly executed and delivered
on behalf of the Borrower. This Agreement constitutes, and each other Loan Document upon execution and upon entry of the Order,
will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).


 


3.3No
Legal Bar. Subject to the entry of the Order, (a) the execution, delivery and performance of this Agreement and the other Loan
Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of the Borrower, except for violations, the enforcement of which are stayed by the filing of the Case, and will not
result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents), and (b) to Borrower’s
knowledge, no Requirement of Law or Contractual Obligation applicable to the Borrower could reasonably be expected to have a Material
Adverse Effect.


 


3.4[Intentionally
omitted].


 


3.5Accuracy
of Information, etc. No statement or information contained in this Agreement, any other Loan Document or any other document,
certificate or statement furnished by or on behalf of the Borrower to the Lender for use in connection with the transactions contemplated
by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was
so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained
herein or therein not misleading. There is no fact known to the Borrower that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements
furnished to the Lender for use in connection with the transactions contemplated hereby and by the other Loan Documents.


 


3.6Financial
Statements; Budget.


 


(a)The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower
and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be shown therein.


 


(b)The
Quarterly Financial Statements, and the related consolidated statements of income or operations, shareholders’ equity and
cash flows for such fiscal quarter, (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject,
in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.




    	 



    	 



    

 


(c)[intentionally
omitted].


 


(d)The
information provided to Lender by Borrower in connection with the development of the Budget was true and correct in all material
respects and provided to Borrower in good faith.


 


3.7Ownership Of Property; Liens;
Investments.


 


(a)Borrower
does not own any interest in any real property.


 


(b)The
property of the Borrower is not subject to any Liens, other than Liens permitted by Section 6.1.


 


3.8Secured Superpriority Obligations.
On and after the First Advance Closing Date and the entry of the Order, the Order and the Loan Documents are sufficient to provide
the Superpriority Claims and Liens described in, and with the priority provided in, Section 2.7 of this Agreement and the
Order. The Order is in full force and effect and has not been vacated, reversed, modified, amended, rescinded or stayed without
the prior written consent of the Lender.


 


SECTION 4. CONDITIONS PRECEDENT


 


4.1Conditions
to Loan. The agreement of the Lender to extend the Loan requested to be made by it is subject to the satisfaction, prior to
or concurrently with the making of such extension of credit on the First Advance Closing Date, of the following conditions precedent:


 


(a)The
Lender shall have received each of the following each dated on or prior to the First Advance Closing Date (or, in the case of certificates
of governmental officials, a recent date before the First Advance Closing Date) each in form and substance satisfactory to the
Lender and in such number of copies as may be requested by the Lender:


 


(i)duly executed
counterparts of this Agreement,


 


(ii)such duly executed
certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers
of the Borrower as the Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;


(iii)such documents
and duly executed certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed,
and that the Borrower is validly existing in the jurisdiction where it is formed;


 


(iv)a certificate
signed by a Responsible Officer of the Borrower certifying as of the First Advance Closing Date, since the date on which the Borrower
commenced the Case, there has been no change, event, circumstance or development that, individually or in the aggregate, has had
or would reasonably be expected to have a Material Adverse Effect; and


 


(v)a Loan Notice.




    	 



    	 



    

 


(b)All
governmental authorizations and all third party consents and approvals necessary in connection with the transactions contemplated
hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lender) and
shall remain in effect; and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents
or imposes materially adverse conditions upon the transactions contemplated hereby.


 


(c)The
Order shall have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been amended, modified,
stayed or reversed without the prior written consent of the Lender.


 


(d)All
of the “first day orders” and related orders submitted on or about the date of the commencement of the Case shall be
in form and substance reasonably satisfactory to the Lender and the Borrower and, as entered, shall not deviate from the form thereof
approved by the Lender in any material respect which is adverse to the interests of the Lender (such orders hereinafter being referred
to as “First Day Orders”; it being understood and agreed that notwithstanding anything herein to the contrary,
the relief sought in all such First Day Orders approved by the Lender shall be permitted herein and the consent of the Lender to
such relief therein shall be deemed to have been obtained).


 


(e)Each
of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of such date.


 


(f)No
Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit
requested to be made on such date.


 


SECTION 5. AFFIRMATIVE COVENANTS


 


The Borrower
hereby agrees that, so long as the Commitment remains in effect or any Loan or Obligations or other amounts are owing to the Lender
hereunder or under the other Loan Documents, the Borrower shall:


 


5.1Further
Assurances. At any time or from time to time upon the reasonable request of the Lender, at the expense of the Borrower, promptly
execute, acknowledge and deliver such additional instruments, certificates or documents, and do all such other acts and things
as the Lender may reasonably request for purposes of implementing or effectuating the provisions of this Agreement and the other
Loan Documents, of providing for payment of the Obligations in accordance with the terms of this Agreement, the Note and the other
Loan Documents, or of more fully perfecting or renewing the rights of the Lender with respect to the Collateral (or with respect
to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or Assets hereafter
acquired by the Borrower which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the
Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent,
approval, recording, qualification or authorization of any Governmental Authority, the Borrower shall execute and deliver, or will
cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Lender
may be required to obtain from the Borrower for such governmental consent, approval, recording, qualification or authorization
(to the extent the Borrower is permitted by applicable law to do so). The Borrower shall fully preserve or cause to be fully preserved
the Liens granted by the Security Documents.


 


5.2Use
Of Proceeds. Borrower shall use the proceeds of the Loan substantially in accordance with the terms of the Budget, this Agreement
and the Order; provided, that any disbursements scheduled for a particular day may be disbursed one week prior or one week subsequent
to such date. Nothing in this Section 5.2 shall require the Borrower to loan more than the Commitment.




    	 



    	 



    

 


5.3Budgets;
Financial Information; Default Notices. Deliver to the Lender, in form satisfactory to the Lender:


 


(a)Weekly
reports in a form reasonably satisfactory to Borrower not later than Thursday of each week, detailing the weekly Budget and containing
actual versus budgeted comparison for each prior week’s operations;


 


(b)as
soon as practicable after request of the Lender, such consolidated balance sheets of the Borrower and its Subsidiaries, related
consolidated statements of income or operations, shareholders’ equity, and cash flows, cash balance reports or any other
financial reports as reasonably requested by the Lender; and


 


(c)as
soon as practicable (and in any event within five (5) Business Days) provide written notice to the Lender of the occurrence of
any Default or Event of Default, describing the nature of such Default or Event of Default and any remedial actions being taken
with respect thereto.


 


SECTION 6. NEGATIVE COVENANTS


 


The Borrower
hereby agrees that, so long as the Commitment remains in effect or any Loan or other Obligations or other amounts are owing to
the Lender hereunder or under any other Loan Document, the Borrower shall not directly or indirectly, without the waiver or consent
of Lender:


 


6.1Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names
the Borrower as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such
financing statement, or assign any accounts or other right to receive income, other than the following:


 


(a)Liens pursuant to any Loan Document
and the Order;






(b)the Senior Liens; and






(c)Permitted Liens.


 


6.2Indebtedness. Create, incur,
assume or suffer to exist any Indebtedness, except:


 


(a)Indebtedness under the Loan Documents;
and


 


(b)Indebtedness outstanding on the date
hereof and listed on Schedule 6.2.


 


6.3Investments. Make or hold
any Investments, except:


 


(a)Investments held by the Borrower in
the form of cash or cash equivalents;


 


(b)Investments consisting
of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the
ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss; and




    	 



    	 



    

 


(c)Investments existing on the date hereof.


 


6.4Fundamental
Changes. Except pursuant to the Asset Purchase Agreement, merge, dissolve, liquidate, consolidate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to or in favor of any Person.


 


6.5Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


(a)Dispositions
of obsolete or worn out property or property no longer used or useful in the business of the Borrower, whether now or hereafter
owned or leased, in the ordinary course of business of such Person;


 


(b)Dispositions
of inventory in the ordinary course of business;


 


(c)Dispositions
of equipment, software or real property to the extent that (i) such property is exchanged for credit against the purchase price
of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price
of such replacement property;


 


(d)the
sale, lease, sub-lease, license, sub-license or consignment of personal property of the Borrower in the ordinary course of business
and leases or subleases of real property permitted by clause (a) for which rentals are paid on a periodic basis over the term thereof;


 


(e)the
settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of
business consistent with past practice;


 


(f)sale,
exchange or other disposition of cash and cash equivalents in the ordinary course of business; provided, however, that any
Disposition pursuant to Section 6.5(a) through (f) shall be for fair market value; and


 


(g)the
marketing for sale and the sale of the Assets of the Borrower in accordance with the Asset Purchase Agreement and the transactions
contemplated thereby, or to a Person other than the Lender who is the higher and better bidder, including but not limited to auction
procedures.


 


6.6[Intentionally
omitted].


 


6.7Transactions
With Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as favorable to the Borrower as would be obtainable by
the Borrower at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that the
foregoing restriction shall not apply to transactions, arrangements, fees reimbursements and indemnities specifically and expressly
permitted between or among such parties under this Agreement.


 


6.8Partnerships,
Etc. Become a general partner in any general or limited partnership or joint venture.




    	 



    	 



    

 


6.9Speculative
Transactions. Engage in any transaction involving any interest rate protection agreement, foreign currency exchange agreement,
commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement (including
caps and collars with respect to interest rates, currency exchange rates or commodity prices) or futures contracts for speculative
purposes or any similar speculative transactions, which are, in any case, inconsistent with prior practice and not otherwise made
in the ordinary course of business.


 


6.10Formation
Of Subsidiaries. Organize or invest in any new Subsidiary.


 


SECTION 7. EVENTS OF DEFAULT


 


7.1Events of Default. If any
of the following events shall occur and be continuing:


 


(a)the
Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to
pay any interest on any Loan or any other amount payable hereunder or under any other Loan Document, within two days after any
such interest or other amount becomes due in accordance with the terms hereof; or


 


(b)any
representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made,
unless waived by Lender pursuant to the First Amendment, or as otherwise waived in writing by the Lender; or


 


(c)the
Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 2.7, 2.9, 5,
or 6; or


 


(d)the
Borrower shall default in the observance or performance of any provision contained in this Agreement or the Notes (other than as
provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of ten (10) days
after notice to the Borrower from the Lender; or


 


(e)termination
of the Asset Purchase Agreement; or


 


(f)[intentionally
omitted]; or


 


(g)any
of the Security Documents shall cease, for any reason, to be in full force and effect, or the Borrower or any Affiliate of the
Borrower shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect
and priority purported to be created thereby; or


 


(h)an
order (which has not been stayed) with respect to the Case shall be entered by the Bankruptcy Court appointing, or the Borrower
shall file an application for an order with respect to the Case seeking the appointment of, (i) a trustee under Section 1104 of
the Bankruptcy Code, or (ii) an examiner with enlarged powers relating to the operation of the business (powers beyond those set
forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; or


 


(i)an
order with respect to the Case shall be entered by the Bankruptcy Court converting the Case to a Chapter 7 case or the Borrower
shall file a motion or not oppose a motion seeking such relief, unless such motion is consented to by the Lender; or


 




    	 



    	 



    

(j)the
Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy
Code to the holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure
or the like) on any Collateral of the Borrower which has a value in excess of $50,000 in the aggregate or permits any third party
to commence or continue any litigation against the Borrower involving a potential liability not covered by insurance in excess
of $50,000 in the aggregate; or


 


(k)an
order with respect to the Case shall be entered by the Bankruptcy Court without the express prior written consent of the Lender
(i) to revoke, reverse, stay, modify, supplement or amend the Order, (ii) to permit any administrative expense or any claim (now
existing or hereafter arising, of any kind or nature whatsoever) to have administrative priority as to the Borrower equal or superior
to the priority of the Lender in respect of the Obligations, except for allowed administrative expenses to the extent set forth
in the Order, or (iii) to grant or permit the grant of a Lien on the Collateral other than a Permitted Lien or any Lien in favor
of the Lender; or


 


(l)the
Borrower shall make any payment of principal or interest or otherwise on account of any prepetition Indebtedness or trade payable
(excluding payments effected by a setoff of obligations as permitted by Section 553 of the Bankruptcy Code without the express
prior written consent of the Lender and the approval of the Bankruptcy Court; or


 


(m)the
Borrower shall file a motion in the Case (i) to use Cash Collateral of the Lender under Section 363(c) of the Bankruptcy Code without
the express prior written consent of the Lender (it being understood and agreed that the Lender consents to the proposed use of
Cash Collateral on the terms and conditions set forth in the form of Order attached hereto), (ii) to recover from any portions
of the Collateral any costs or expenses of preserving or disposing of such Collateral under Section 506(c) of the Bankruptcy Code,
to cut off rights in the Collateral under Section 552(b) of the Bankruptcy Code, or (iii) to take any other action or actions materially
adverse to the Lender or its rights and remedies hereunder or under any of the other Loan Documents or the Lender’s interest
(as lender under the Loan Documents) in any of the Collateral; or


 


(n)an
order shall be entered by the Bankruptcy Court dismissing the Case which does not contain a provision for termination of the Commitment,
and payment in full in cash of all Obligations of the Borrower hereunder and under the other Loan Documents upon entry thereof;
or


 


(o)by
not later than the first Business Day after an order is entered by the Bankruptcy Court approving the sale of any of the assets
of Borrower to a Person other than Lender (an “Alternative Transaction Order”), Borrower shall fail to indefeasibly
pay in full to Lender all outstanding principal, interest, fees, costs and other obligations of Borrower under this Agreement;
or


 


then, (i)
in the case of an event of default under any of Sections 7.1(b) through 7.1(n) hereof, Lender may, by five (5) Business
Days’ prior written notice to the Borrower (with a copy to counsel for the Borrower, the UST and the Bankruptcy Court), declare
the Loan (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due
and payable forthwith, whereupon the same shall immediately become due and payable in full, and (ii) in the case of an event of
default under Section 7.1(a) or (o) hereof, the Loan (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents, shall immediately become due and payable in full without need for notice or
demand. Without limiting the foregoing, immediately upon the earlier of entry of an Alternative Transaction Order or any termination
of the Asset Purchase Agreement, the Commitment shall terminate.




    	 



    	 



    

 


Except as
expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived
by the Borrower. In the event and to the extent that the provisions of this Section 7.1 conflict with what is set forth
in the Order, the Order shall govern. Notwithstanding the foregoing, any Event of Default under clause (l) above may be cured through
the return to the Borrower, within five days following notice from the Lender of such Event of Default, of all sums paid which
constitute or caused an Event of Default under clause (l) above. Upon the return of all such sums, the Borrower shall provide notice
thereof to the Lender, along with such other evidence the Lender may reasonably require to confirm that such payment has been made
to the Borrower, and upon delivery of such items such Event of Default shall then be cured and cease to be in effect or continuing.


 


7.2Application
of Proceeds. If an Event of Default shall have occurred and be continuing, the Lender may at any time apply (a) all payments
received by the Lender under the Loan Documents, whether from the Borrower or otherwise and (b) all or any part of proceeds constituting
Collateral, in payment of the Obligations in the following order:


 


(a)first,
to the payment of all costs and expenses of such sale, collection or other realization, all other expenses, liabilities and advances
made or incurred by the Lender in connection therewith, and all amounts for which the Lender is entitled to compensation, reimbursement
and indemnification under any Loan Document and all advances made by the Lender thereunder for the account of the Borrower, and
to the payment of all costs and expenses paid or incurred by the Lender in connection with the Loan Documents, all in accordance
with Section 8.5 and the other terms of this Agreement and the Loan Documents;


 


(b)second,
thereafter, to the payment of all other Obligations; and


 


(c)third,
thereafter, to the payment to or upon the order of the Borrower or to whosoever may be lawfully entitled to receive the same or
as a court of competent jurisdiction may direct.


 


SECTION 8. MISCELLANEOUS


 


8.1Amendments
and Waivers. No amendment, supplement, modification or waiver of any of the provisions of this Agreement or any other Loan
Document shall be deemed to be made unless the same shall be in writing signed on behalf of the Borrower and the Lender and each
waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of
the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.
Any such waiver and any such amendment, supplement or modification shall be binding upon the Borrower, the Lender and all future
holders of the Loan. In the case of any waiver, each of the Borrower and the Lender shall be restored to their former position
and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.


 


8.2Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including
by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered,
or three Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile notice, when received,
addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto:




    	 



    	 



    

 





	 	Borrower:	c/o Crumbs Bake Shop, Inc.
	 	 	110 West 40th Street
	 	 	New York, New York 10018 Attention: Edward M. Slezak Telephone: 646-278-6088
	 	 	Electronic Mail: eslezak@crumbs.com
	 	 	 
	 	With copies to:	Cole, Schotz, Meisel, Forman & Leonard, P.A.
	 	 	Court Plaza North
	 	 	25 Main Street
	 	 	Hackensack, New Jersey 07601
	 	 	Telephone: 201-489-3000
	 	 	Electronic Mail: msirota@coleschotz.com
	 	 	 
	 	Lender:	Lemonis Fischer Acquisition Company
	 	 	701 Cedar Lake Blvd.
	 	 	Oklahoma City, Oklahoma 73114
	 	 	Attention: Mark A. Fischer
	 	 	Telephone: 405-478-8870
	 	 	Electronic Mail: markf@chaparralenergy.com
	 	 	 
	 	With copies to:	 
	 	 	 
	 	 	McAfee & Taft A Professional Corporation 
	 	 	Two Leadership Square, 10th Floor
	 	 	211 N. Robinson
	 	 	Oklahoma City, Oklahoma 73102
	 	 	Attention:  Louis Price
	 	 	Telephone: (405) 552-2253
	 	 	Electronic Mail:  louis.price@mcafeetaft.com







 


provided,
that any notice, request or demand to or upon the Lender shall not be effective until received. Notices and other communications
to the Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Lender.


 


8.3No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.


 


8.4Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any
document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loan and other extensions of credit hereunder.




    	 



    	 



    

 


8.5Payment
of Expenses. If the Assets are sold to a purchaser other than the Lender or an order of the Bankruptcy Court is entered approving
such a sale to a purchaser other than Lender, on the Maturity Date the Borrower shall reimburse the Lender for its reasonable documented
costs, fees (including reasonable attorneys’ fees), charges, and expenses incurred in connection with the Loan whether incurred
pre-petition or post-petition. Notwithstanding anything to the contrary contained herein, in the event that the Assets are sold
to the Lender, the Borrower shall have no obligation to reimburse the Lender for its reasonable documented costs, fees (including
reasonable attorneys’ fees), charges, and expenses incurred in connection with the Loan. The Borrower further agrees (a)
in the event it is necessary for Lender to file a motion or adversary proceeding to seek the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other documents, Borrower will pay or reimburse the Lender for
all its documented costs and expenses incurred in connection with such motion or adversary proceeding, including the reasonable
fees and disbursements of counsel to the Lender and (b) to pay, indemnify, and hold the Lender, and the officers, directors, trustees,
employees, agents, advisors and Affiliates of the Lender and its officers, directors, employees, affiliates, agents and controlling
persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the enforcement of this Agreement, the other Loan Documents and any such other documents (regardless of whether any Indemnitee
is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower or any other Person), including
any of the foregoing relating to the use of proceeds of the and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause
(b), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder
to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.
All amounts due under this Section 8.5 shall be payable not later than 10 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section 8.5 shall be submitted to the address of the Borrower set forth in Section
8.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Lender. The
agreements in this Section 8.5 shall survive repayment of the Loan and all other amounts payable hereunder.


 


8.6Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Lender, or the Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred.


 


8.7Successors
and Assigns; Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder (x) without the prior written consent of the Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) or (y) to any Person that is not a “United States person”
as defined in Section 7701(a)(30) of the Code and (ii) the Lender may assign to one or more assignees (each, an “Assignee”)
all or a portion of its rights and obligations under this Agreement with notice to the Borrower. The Borrower shall maintain a
register containing the name and address of each Lender and Assignee under this Agreement and its interest in the Loans and the
amounts of the Obligations of the Borrower owing to such Person.


 


8.8Conflicts
Between this Agreement and the Order. To the extent any term or provision of this Agreement conflicts or is inconsistent with
any term of the Order, the terms of the Order shall control and govern.




    	 



    	 



    

 


8.9Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature
page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set
of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Lender.


 


8.10Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


8.11Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrower and the Lender with respect to the subject
matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.


 


8.12GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.


 


8.13Submission To Jurisdiction; Waivers.


 


(a)SUBMISSION
TO JURISDICTION. EACH OFTHE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE BANKRUPTCY COURT, OR IN THE EVENT THAT THE BANKRUPTCY COURT DOES NOT HAVE JURISDICTION OVER ANY MATTER OR IF IT HAS JURISDICTION
BUT DOES NOT EXERCISE SUCH JURISDICTION FOR ANY REASON, THEN TO THE NONEXCLUSIVE JURISDICTION OF ANY DELAWARE STATE COURT OR FEDERAL
COURT OF THE UNITED STATES OF AMERICA SITTING IN DELAWARE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN THE BANKRUPTCY COURT, ANY SUCH DELAWARE STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.


 


(b)WAIVER
OF VENUE. THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY
DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY INTHE BANKRUPTCY COURT. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.




    	 



    	 



    

 


(c)SERVICE
OF PROCESS. THE BORROWER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.2.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


8.14Acknowledgements. The Borrower
hereby acknowledges that:


 


(a)it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)the
Lender does not have a fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Lender, on one hand, and the Borrower, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Borrower and the Lender.


 


8.15Releases
of Liens. At such time as the Loan and the other Obligations under the Loan Documents shall have been indefeasibly paid in
full in immediately available funds and the Commitment has been terminated, the Collateral shall be released from the Liens created
by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination)
of the Lender and the Borrower under the Security Documents shall terminate, all without delivery of any instrument or performance
of any act by any Person.


 


8.16WAIVERS
OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


8.17Regulatory.
The Borrower will, and will cause each of its Subsidiaries to, provide, to the extent commercially reasonable or required by any
Requirement of Law, such information and take such actions as are reasonably requested by the Lender to assist the Lender in maintaining
compliance with applicable law.


 


8.18Release.
In consideration of the covenants and agreements contained herein, the Borrower hereby waives and releases Lender and all of Lender’s
officers, directors, members, managers, and Affiliates from any and all claims and defenses, known or unknown, with respect to
events, actions or omissions occurring on or prior to the Effective Date of this Agreement.


 







 



    	 



    	 



    







 





IN WITNESS WHEREOF,
the parties hereto have caused this Superpriority Debtor-in-Possession Credit and Security Agreement to be duly executed and delivered
by their proper and duly authorized officers as of the day and year first above written.







 


	 	 BORROWER:
	 	 
	 	CRUMBS BAKE SHOP, INC.
	 	a Delaware corporation
	 	 
	 	By:	/s/ Edward M. Slezak
	 	Name:	Edward M. Slezak
	 	Title:	CEO and General Counsel
	 	 	 


 


 


	 	LENDER:
	 	 
	 	LEMONIS FISCHER ACQUISITION COMPANY, LLC
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ S. Scott Fischer
	 	Name:	S. Scott Fischer
	 	Title:	Manager
	 	 	 


 


 



    	 



    	 



    




 


	 	SUBSIDIARIES:
	 	 
	 	CRUMBS HOLDINGS LLC
	 	 
	 	 
	 	By:	/s/ Edward M. Slezak
	 	Name:	Edward M. Slezak
	 	Title:	CEO and General Counsel
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
        CRUMBS 42ND STREET
        II, LLC

        CRUMBS BROAD STREET,
        LLC

        CRUMBS BROADWAY LLC

        CRUMBS FEDERAL STREET,
        LLC

        CRUMBS GARMENT CENTER
        LLC

        CRUMBS GRAND CENTRAL
        LLC

        CRUMBS GREENVALE LLC

        CRUMBS GREENWICH,
        LLC

        CRUMBS HOBOKEN, LLC

        CRUMBS II, LLC

        CRUMBS LARCHMONT,
        LLC

        CRUMBS LEXINGTON LLC

        CRUMBS PARK AVENUE
        LLC

        CRUMBS RETAIL BAKE
        SHOPS, LLC

        CRUMBS STAMFORD, LLC

        CRUMBS THIRD AVENUE
        LLC

        CRUMBS TIMES SQUARE
        LLC

        CRUMBS UNION SQUARE
        LLC

        CRUMBS UNION STATION
        LLC

        CRUMBS WEST MADISON,
        LLC

        CRUMBS WOODBURY LLC




 





 


	 	By: CRUMBS HOLDINGS LLC,
	 	its Sole Member
	 	 
	 	By:	/s/ Edward M. Slezak
	 	Name:	Edward M. Slezak
	 	Title:	CEO and General Counsel
	 	 	 


 


 



    	 



    	 



    




 





EXHIBIT A


 


Budget


 







	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	 	 
	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	2014	 	 	 	 
	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	Week
    of:	 	 	 	 
	 	 	7/6-7/12	 	 	7/13-7/19	 	 	7/20-7/26	 	 	7/27-8/2	 	 	8/3-8/9	 	 	8/10-8/16	 	 	8/17-8/23	 	 	8/24-8/30	 	 	8/31-9/6	 	 	Total	 
	BEGINNING
    CASH	 	 	75,850	 	 	 	75,850	 	 	 	140,226	 	 	 	78,431	 	 	 	70,220	 	 	 	112,666	 	 	 	78,090	 	 	 	32,632	 	 	 	65,556	 	 	 	 	 
	INFLOWS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIP borrowings/(re-pay)	 	 	-	 	 	 	100,000	 	 	 	100,000	 	 	 	300,000	 	 	 	100,000	 	 	 	-	 	 	 	133,000	 	 	 	50,000	 	 	 	350,000	 	 	 	1,133,000	 
	Sales	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	Sales taxes collected	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	Deposit in transit	 	 	-	 	 	 	24,304	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Security deposit
    - credit card	 	 	-	 	 	 	32,500	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	Licensing
    revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	60,000	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	TOTAL INFLOWS	 	 	-	 	 	 	156,804	 	 	 	100,000	 	 	 	360,000	 	 	 	100,000	 	 	 	-	 	 	 	133,000	 	 	 	50,000	 	 	 	350,000	 	 	 	1,249,804	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OUTFLOWS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Recurring
    expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bakery costs	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	Payroll	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Store staff	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Corporate staff	 	 	-	 	 	 	30,000	 	 	 	42,015	 	 	 	9,796	 	 	 	40,273	 	 	 	9,796	 	 	 	34,178	 	 	 	9,796	 	 	 	26,994	 	 	 	202,848	 
	Potential PTO
    payments	 	 	 	 	 	 	 	 	 	 	100,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FSA/HRA Expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 
	Rent continuing
    stores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	314,993	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	232,499	 	 	 	547,493	 
	Rent corporate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,142	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,142	 	 	 	40,284	 
	Store operating
    costs	 	 	-	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	3,139	 	 	 	25,112	 
	Corporate operating
    costs	 	 	-	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	4,141	 	 	 	33,129	 
	Other
    expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Filing
    related expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utility deposits	 	 	 	 	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	40,000	 
	Paymentech holdback	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	DIP Lender fees	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	-	 
	DIP interest	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	-	 
	Sales
    expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Merchant Account
    Fees	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	10,000	 
	Bank Fees	 	 	 	 	 	 	12,470	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	17,470	 
	Advertising	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Girl Scout royalties	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	-	 
	Insurance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liability	 	 	 	 	 	 	 	 	 	 	12,500	 	 	 	 	 	 	 	 	 	 	 	12,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,000	 
	Other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	D&O	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Workers comp	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	6,000	 
	Medical	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,000	 
	Professional
    Fees	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cole Schotz	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	75,000	 	 	 	 	 	 	 	 	 	 	 	75,000	 
	Gordon Feinblatt	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Rothstein Kass	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Glass Ratner	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	WTAS	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Claims & noticing
    agent	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	30,000	 	 	 	 	 	 	 	 	 	 	 	30,000	 
	Committee Professionals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	75,000	 	 	 	75,000	 
	US Trustee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000	 	 	 	20,000	 
	Filing Fees	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 
	Taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Franchise taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales Tax	 	 	 	 	 	 	2,678	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	32,000	 	 	 	-	 	 	 	 	 	 	 	34,678	 
	Other
    expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MasterCard	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	Fixed
    assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Titan	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Claims
    Settle & Wind-down	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	TOTAL
    OUTFLOWS	 	 	-	 	 	 	92,428	 	 	 	161,795	 	 	 	368,212	 	 	 	57,553	 	 	 	34,576	 	 	 	178,458	 	 	 	17,076	 	 	 	381,915	 	 	 	1,292,013	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ENDING CASH	 	 	75,850	 	 	 	140,226	 	 	 	78,431	 	 	 	70,220	 	 	 	112,666	 	 	 	78,090	 	 	 	32,632	 	 	 	65,556	 	 	 	33,641	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIP Summary	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning
    Balance	 	 	0	 	 	 	-	 	 	 	100,000	 	 	 	200,000	 	 	 	500,000	 	 	 	600,000	 	 	 	600,000	 	 	 	733,000	 	 	 	783,000	 	 	 	 	 
	Add: Borrowings	 	 	-	 	 	 	100,000	 	 	 	100,000	 	 	 	300,000	 	 	 	100,000	 	 	 	-	 	 	 	133,000	 	 	 	50,000	 	 	 	350,000	 	 	 	 	 
	Less: Re-Payments	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 
	Ending
    Balance	 	 	-	 	 	 	100,000	 	 	 	200,000	 	 	 	500,000	 	 	 	600,000	 	 	 	600,000	 	 	 	733,000	 	 	 	783,000	 	 	 	1,133,000	 	 	 	 	 





 




    	 



    	 



    

  


EXHIBIT B


 


Loan Notice


 


[                   ], 2014


 


 


Lemonis Fischer Acquisition Company, LLC


 


______________________________


______________________________


Attn:__________________________


 


Ladies and Gentlemen:





 


The undersigned, Crumbs
Bake Shop, Inc., a Delaware corporation, both a debtor and debtor in possession in a case pending under Chapter 11 of the Bankruptcy
Code on behalf of itself and each of its Subsidiaries (collectively, the “Borrower”) that are a party to that
certain Superpriority Debtor-in-Possession Credit and Security Agreement dated as of [__________, 2014] (the “Credit Agreement)
by and among Borrower and Lemonis Fischer Acquisition Company, LLC (the “Lender”), hereby gives you notice,
irrevocably, pursuant to Section 2.2 of the Credit Agreement, that the undersigned hereby requests a borrowing under the
Credit Agreement, and in that connection sets forth below the information relating to such borrowing of the Loan (the “Credit
Event”) as required by Section 2.2 of the Credit Agreement. Capitalized terms not defined herein shall have the
same meaning given to such terms in the Credit Agreement


 







		1.	The Business Day of the Credit Event is: [__],
2014.



		2.	Loan: $__________



		3.	The proceeds of the Loan are to be disbursed to the
following account:




 


Bank: [__]


ABA: [__]


Account No.: [__]








 


The Borrower hereby certifies
that:


 


(A)             
each of the representations and warranties made by the Borrower in or pursuant to the Loan
Documents are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof;


 


(B)             
no Default or Event of Default has occurred and is continuing on the date hereof or after
giving effect to the Credit Event requested to be made on the date specified above; and


 


(C)             
Borrower has complied with Budget within the guidelines set forth in Section 5.2 of the Credit
Agreement.


 


 


Very truly yours,


 


Crumbs Bake Shop, Inc.


 


By:_________________________


 Name:


Title:




    	 



    	 



    

 


EXHIBIT C


 


Order




 


	
        UNITED STATES BANKRUPTCY COURT

        DISTRICT OF NEW JERSEY
	 
	
        Caption in Compliance with D.N.J. LBR 9004-2(c)

        COLE, SCHOTZ, MEISEL,

        FORMAN & LEONARD, P.A.

        A Professional Corporation

        Court Plaza North

        25 Main Street

        P.O. Box 800

        Hackensack, NJ 07602-0800

        Michael D. Sirota

        David M. Bass

        Felice R. Yudkin

        (201) 489-3000

        (201) 489-1536 Facsimile

        Proposed Attorneys for Debtors-In-Possession
	 
	
        

        In re:

         

        CRUMBS BAKE SHOP, INC., et al.,1

         

        Debtors-in-Possession.

         
	
        Case No. 14-24287 (MBK)

        Judge: Michael B. Kaplan

         

        Chapter 11

        (Jointly Administration Pending)



 


INTERIM ORDER (I) AUTHORIZING
THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER
RELIEF


 


The relief set forth on the following
pages, numbered two (2) through eleven (11), is hereby ORDERED.


 


	DATED:	7/16/14	 	/s/ Michael B. Kaplan
	 	 	 	Honorable Michael B. Kaplan
	 	 	 	United States Bankruptcy Judge


 





 



1 The
Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s tax identification number are: Crumbs
Bake Shop, Inc. (5274); Crumbs Holdings LLC (8045); Crumbs 42nd Street II, LLC (5913); Crumbs Broad Street, LLC (5319);
Crumbs Broadway LLC (2653); Crumbs Federal Street, LLC (9870); Crumbs Garment Center LLC (5142); Crumbs Grand Central LLC (5030);
Crumbs Greenvale LLC (6562); Crumbs Greenwich, LLC (3097); Crumbs Hoboken, LLC (5808); Crumbs II, LLC (5633); Crumbs Larchmont,
LLC (8460); Crumbs Lexington LLC (0286); Crumbs Park Avenue LLC (5273); Crumbs Retail Bake Shops, LLC (f/k/a Crumbs Fulton Street,
LLC) (0930); Crumbs Stamford, LLC (8692); Crumbs Third Avenue LLC (6756); Crumbs Times Square LLC (1449); Crumbs Union Square
LLC (8629); Crumbs Union Station LLC (6968); Crumbs West Madison, LLC (5017); Crumbs Woodbury LLC (2588)


 




    	 



    	 



    

 


	(Page 2)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


THIS MATTER
having been opened to the Court by Crumbs Bake Shop, Inc. (“Crumbs”), Crumbs Holdings LLC (“Holdings”),
and various subsidiaries of Crumbs and Holdings (listed on Exhibit A attached hereto and made a part hereof), as the Debtors and
the Debtors in possession (collectively, the “Debtors”), by and through their proposed counsel, Cole, Schotz,
Meisel, Forman & Leonard, P.A., upon the Motion for an Order (I) Authorizing the Debtors’ Use of Cash Collateral; (II)
Authorizing the Debtors to Obtain Secured Credit; (III) Granting Adequate Protection and (IV) Granting Other Relief (the “DIP
Loan Motion”) [Docket # 10] filed on July 11, 2014, and the Court having conducted a preliminary hearing on the DIP Loan
Motion and being fully informed of the premises;


 


THE COURT NOW FINDS THAT:


 


A.         Filing
of Petition. On July 11, 2014 (the “Petition Date”), the Debtors filed voluntary petitions for reorganization
under chapter 11 of the Bankruptcy Code (the “Petition”). Pursuant to sections 1107 and 1108 of the Bankruptcy
Code, the Debtors have retained possession of their assets and are authorized to continue the management of their business on a
limited basis notwithstanding the recent closing of the Debtors’ retail businesses. On or about July 7, 2014, the Debtors
ceased operation of the Debtors’ retail business, but retain ownership of and manage various assets including, without limitation,
certain licensing rights, intellectual property, business equipment, inventory and leasehold interests. A creditors’ committee,
as provided for under section 1102 of the Bankruptcy Code (the “Committee”), has not been appointed.


 




    	 



    	 



    

 


	(Page 3)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


B.
        Jurisdiction; Core Proceeding. This Court has jurisdiction to enter this
order (the “Interim DIP Loan Order”) pursuant to 28 U.S.C. §§ 157(b)(2) and 1334. Consideration of
the DIP Loan Motion is a core proceeding as defined in 28 U.S.C. §§157(b)(2)(A), (D), (G), (K) and (M).


 


C.
        Notice of Hearing. The Debtors have provided such notice of the hearing
and the terms of the DIP Loan Motion as is practicable under the circumstances. Pursuant to 11 U.S.C. §§ 102 and 364,
Bankruptcy Rule 4001(c) and (d) and all applicable local rules, such notice is sufficient and appropriate under the circumstances
set forth herein and presented to the Court. The Court finds that the notice given to the parties to whom it was given and in the
form it was given was sufficient in the circumstances to afford reasonable notice of the material provisions of the terms hereof.


 




    	 



    	 



    

 


	(Page 4)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


D.         DIP
Financing. The Debtors have requested Debtor-in-Possession financing (the “DIP Financing”) from Lemonis
Fischer Acquisition Company, LLC (“DIP Lender”). The Debtors have requested funding in the amount of $200,000
upon entry of this Interim Order (the “Interim DIP Loan Amount”), with the balance of the Commitment to be available
upon entry of a final order from the Bankruptcy Court. The documents constituting the DIP loan (collectively, the “DIP
Loan Agreement”) are to be executed by the parties and are attached as Exhibit B hereto and incorporated by reference.
Capitalized terms used in this Interim DIP Loan Order and not defined herein have the meaning given in the DIP Loan Agreement.
Pursuant to the terms of the DIP Loan Agreement, DIP Lender will be granted a super-priority administrative expense claim and a
first priority lien on the assets of the Debtors as more fully described therein, subject only to the Carve-Out (as defined in
the DIP Loan Agreement). The purpose of the DIP Financing is to provide funds to the Debtors to maintain the critical infrastructure
of their business until a sale of the Debtors’ assets can be consummated. The DIP Financing consists of a First Advance in
the amount of the Interim DIP Loan Amount, and then Subsequent Advances drawn in accordance with the DIP Loan Agreement and orders
of the Bankruptcy Court up to the total amount of the stated Commitment. The interest rate to be utilized is 7%.


 


E.         Need
for DIP Financing. The Debtors urgently require financing under Section 364 of the Bankruptcy Code to fund certain expenses
in connection with its limited operations and to preserve the value of its assets, including payments for payroll and insurance.
An inability to fund such activities in the short term could result in a long-term negative impact on the value of the assets and
business of the Debtors to the detriment of the Debtors’ creditors, customers and employees.


 




    	 



    	 



    

 


	(Page 5)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


F.         Pre-Petition
Credit Facility and Pre-Petition Liens.On January 20, 2014, the Debtors (then as the “Borrowers”) entered
into a Senior Secured Loan and Security Agreement with Fischer Enterprises, L.L.C. (“Fischer Enterprises”),
as amended by First Amendment to Senior Secured Loan and Security Agreement dated July 10, 2014, comprised of a loan and security
agreement and corresponding note in the amount of $5,514,245.30 (the “Pre-Petition Loan Documents”), pursuant
to which Borrowers gave as security to Fischer Enterprises first-priority perfected liens in all of the Borrowers’ property
then-owned or after-acquired property (the “Pre-Petition Liens”). On July 10, 2014, Fischer Enterprises assigned
all of its interests in and under the Pre-Petition Loan Documents and Pre-Petition Liens to DIP Lender. Fischer Enterprises does
not object to the entry of this Interim DIP Loan Order.


 


G.         Insufficient
Cash Collateral; No Other Sources of Funds. The Debtors have inadequate working capital, and do not anticipate collecting sufficient
cash during the term of the DIP Loan Agreement to fund expenses which the Debtors need to incur in order to maintain their limited
activities or preserve their value. All of the Debtors’ cash on hand as of the Petition Date is cash collateral (the “Cash
Collateral”) in which the DIP Lender has an existing prior and perfected security interest pursuant to the Pre-Petition
Loan Documents assigned to DIP Lender by Fischer Enterprises. Cash Collateral shall exclude the Cash Collateral Accounts (defined
herein) only to the extent of the outstanding obligations under the letters of credit and Commercial Credit Card described in paragraph
2 of this Order. Any funds in the Cash Collateral Accounts in excess of the Debtors’ outstanding obligations under the letters
of credit and Commercial Credit Card shall be Cash Collateral upon release of the excess funds to the Debtors. DIP Lender has consented
to the limited use of its Cash Collateral, but such Cash Collateral will be insufficient to sustain the Debtors’ operations
until a sale of assets can be negotiated and consummated. As contemplated by sections 364(a) and 364(b) of the Bankruptcy Code,
the Debtors have attempted, but are unable to obtain on any basis, either unsecured credit or secured credit allowable under section
503(b)(1) of the Bankruptcy Code as an administrative expense, on terms more favorable than those now offered by DIP Lender.


 




    	 



    	 



    

 


	(Page 6)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


H.         Business
Judgment and Good Faith. The terms of this Interim DIP Loan Order, the DIP Loan Agreement and the Debtors’ proposed use
of DIP Lender’s Cash Collateral have been negotiated at arms-length with all parties represented by experienced counsel,
are fair, just and reasonable under the circumstances. They are made for reasonably equivalent value and fair consideration, reflect
the exercise of prudent business judgment consistent with the Debtors’ fiduciary responsibilities, and are in good faith
as that term is used in section 364(e) of the Bankruptcy Code. In making advances under this DIP Loan Order, DIP Lender is entitled
to the protections described in section 364(e) of the Bankruptcy Code.


 


I.         Request
for Immediate Entry; Good Cause Shown. The Debtors request immediate entry of this Interim DIP Loan Order pursuant to Bankruptcy
Rule 4001(b)(2) and (c)(2). The relief requested is necessary to avoid immediate and irreparable harm to the Debtors. Good cause
has been shown for the entry of this Interim DIP Loan Order. Among other things, entry of this DIP Loan Order will minimize further
disruption of the Debtors’ business, will enable the Debtors to preserve and maintain their assets, and is in the best interests
of the Debtors, their creditors, and their estates.


 




    	 



    	 



    

 


	(Page 7)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


THEREFORE, 1T IS HEREBY ORDERED THAT:


 


1.   Authorization
to Borrow.


 


a.         The
Debtors are authorized to borrow the Interim DIP Loan Amount from DIP Lender on the basis and in the amounts set forth in the DIP
Loan Agreement. The Debtors are authorized to perform their obligations hereunder, and under the DIP Loan Agreement, in accordance
with the terms thereof. All funds advanced pursuant to this Interim DIP Loan Order will be advanced by DIP Lender to the Debtors
as provided in the DIP Loan Agreement.


 


b.         The
terms and conditions of the DIP Loan Agreement are hereby approved in their entirety and deemed fully enforceable against the Debtors
and all other interested parties. The DIP Lender and the Debtors may amend, modify, supplement, or waive any provision of the DIP
Loan Agreement, except as to principal amount, interest rate, and fees, without any need to apply to, or receive further approval
from, this Court. The Debtors shall provide the Office of the United States Trustee and counsel for any Committee, whether now
in existence or hereafter appointed, advance written notice of any such amendment, modification, supplement or waiver. Any amendment,
modification, supplement or waiver regarding principal amount, interest rate or fees shall be subject to approval by the Court
on appropriate notice.


 




    	 



    	 



    

 


	(Page 8)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


c.         The
Debtors are authorized and directed to do and perform all acts, to make, execute and deliver all instruments, agreements, and documents,
including, without limitation, the DIP Loan Agreement, and to pay all principal, interest, fees, and other expenses, which may
be required or necessary for the Debtors to perform all of their obligations under this Interim DIP Loan Order and the DIP Loan
Agreement.


 


d.         The
Debtors’ authorization to borrow under the terms of this Interim DIP Loan Order are conditioned on the Debtors’ compliance
with the budgets and projections referenced in the DIP Loan Agreement, incorporated into the terms thereof and attached hereto
as Exhibit C (the “Budget”). The Debtors’ failure to comply with the Budget shall constitute a default
of the DIP Loan Agreement which shall immediately entitle Lender to terminate its Commitment under the DIP Loan Agreement and refuse
to make any further advances thereunder, without the need of further order of this Court.


 




    	 



    	 



    

 


	(Page 9)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


2.  Grant
of Post-Petition Liens.      As security for the obligations now existing or hereafter arising
pursuant to the DIP Loan Agreement and this Interim Order, the security interests and liens in the Collateral identified in the
DIP Loan Agreement, as well as those assigned pre-petition to DIP Lender by the Debtors’ pre-petition lender, are hereby
granted to the DIP Lender (collectively the “Post-Petition Liens”). The Post-Petition Liens shall be valid,
enforceable, effective and perfected by operation of law immediately upon entry of this Interim Order without the necessity of
the execution, recordation, or filing by the Debtors or the DIP Lender of any mortgages, security agreements, financing statements
or other agreements. Pursuant to Bankruptcy Code §364(c)(2), the DIP Loan Agreement creates a valid, binding, continuing,
enforceable, fully-perfected first priority senior security interest in and lien upon all presently owned or hereafter acquired
property and assets of the Debtors, of any kind or nature, whether real or personal, tangible, intangible, wherever located, and
all proceeds, products, rents and profits thereof, subject only to the Carve-Out.2
The Post-Petition Liens and Carve-Out shall not attach to the cash collateral account maintained at J.P. Morgan Chase Bank, N.A.
(“Chase”) (Holdings account ending 9626) to secure Crumb Newark LLC’s letter of credit in favor of the Port Authority
of New York and New Jersey and the Debtors’ obligations under their Commercial Card Classic with J.P. Morgan Chase (account
ending 0635) and the cash collateral account maintained at Chase (Crumbs Downtown II, LLC account ending in 4743) to secure Crumb
Downtown II LLC’s letter of credit in favor of Uniway Partners (collectively, the “Cash Collateral Accounts”)
only to the extent of the outstanding obligations under the letters of credit and Commercial Credit Card. Any funds in the Cash
Collateral Accounts in excess of the Debtors’ outstanding obligations under the letters of credit and Commercial Credit Card
shall be subject to the Post-Petition Liens and Carve-Out. The Cash Collateral Accounts shall be deemed a Permitted Lien under
the DIP Loan Agreement.


 





 



2
For the avoidance of doubt, any liens granted under this Interim Order, including, without limitation, the Post-Petition Liens,
shall not be direct liens on the Debtors’ leases of real property unless such liens are permitted pursuant to the underlying
lease documents but such liens shall be fully perfected liens on any and all proceeds of such leases (without the need for the
DIP Lender to take any further actions in connection therewith).


 




    	 



    	 



    

 


	(Page 10)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


3.  Additional
Event of Default. An overdraft of the Debtors’ bank accounts at J.P. Morgan Chase Bank, N.A. or the Debtors’ initiation
of unfunded ACH transfers shall constitute an Event of Default under the DIP Loan Agreement.


 


4.  DIP
Lender’s Super-priority Claim.      Pursuant to §364(c)(1) of the Bankruptcy Code, and
subject only to the Carve-Out, all of the Debtors’ obligations arising under the DIP Loan Agreement shall constitute an allowed
claim (“Super-priority Claim”) against the Debtors, with priority over any and all administrative expenses,
diminution claims, all claims of any kind arising under this Interim DIP Loan Order or any subsequent final order, and all other
claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including all administrative expenses of
the kind specified in § 503(b) and § 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other
claims arising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507, 546(c), 726, 1113 or 1114 of the Bankruptcy Code, whether
or not such expense or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, and which
Super-priority Claim shall be payable from and have recourse to all pre- and post-petition property of the Debtors and all proceeds
thereof, consistent with the terms of this Interim DIP Loan Order and the DIP Loan Agreement. The Super-priority Claim shall not
attach to the Cash Collateral Accounts only to the extent of the outstanding obligation under the letters of credit and Commercial
Credit Card. Any funds in the Cash Collateral Accounts in excess of the Debtors’ outstanding obligations under the letters
of credit and Commercial Credit Card shall be subject to the Super-priority Claims.


 




    	 



    	 



    

 


	(Page 11)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


5.  Use
of Cash Collateral.   The Debtors are authorized to use the Cash Collateral pursuant to and in accordance with
the Budget. The Debtors’ authorization to utilize Cash Collateral is expressly conditioned on its continued compliance with
the Budget. The Debtors’ failure to comply will constitute a breach of the DIP Loan Agreement which will entitle Lenders
to immediately terminate the DIP Loan Agreement and terminate its consent to the use of Cash Collateral, without further order
of this Court.


 


6.  Automatic
Stay Modification.  The automatic stay imposed under §362(a) of the Bankruptcy Code is hereby modified to the
extent necessary to effectuate all of the terms and provisions of this Interim DIP Loan Order, including without limitation, to
permit the DIP Lender to make any filings of UCC financing statements or other filings that DIP Lender chooses to make to further
evidence the perfection of its liens and security interests in the Debtors’ assets and to enforce any and all remedies available
to them hereunder and under the DIP Loan Agreement; provided, however, that the automatic stay shall not be deemed vacated.


 




    	 



    	 



    

 


	(Page 12)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


7.  Access
to Leased Premises.  Notwithstanding anything to the contrary in this Interim Order or the DIP Loan Agreement, upon the
occurrence of an Event of Default, the rights of the DIP Lender to enter onto the Debtors' leased premises shall be limited
to (i) any such rights agreed to in writing by the applicable landlord in favor of the DIP Lender, whether before or after the
Petition Date, including, without limitation, in the governing lease agreement itself or in any landlord waiver or similar agreement,
(ii) any rights that the DIP Lender has under applicable non-bankruptcy law, if any, or (iii) such rights as may be granted
by the Court following an expedited hearing on a separate motion with not less than five (5) business days’ notice to
the applicable landlords of the leased premises.


 


8.  No
Additional Filings Required for Perfection.


 


a.         All
Post-Petition Liens granted herein and the in the DIP Loan Agreement to or for the benefit of the DIP Lender shall, pursuant to
this Interim DIP Loan Order be, and hereby are, valid, enforceable, and perfected effective as of the Petition Date.


 


b.         The
Debtors and the DIP Lender are hereby authorized, but not required, to file or record financing statements, mortgages, deeds of
trust, leasehold mortgages, notices of lien, assignments of the liens or similar instruments in any jurisdiction. Such liens and
security interests shall be deemed valid, perfected, allowed, enforceable, non avoidable, and not subject to challenge, dispute
or subordination, at the time and on the date of entry of this Interim DIP Loan Order.


 




    	 



    	 



    

 


	(Page 13)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


c.         A
certified copy of this Interim DIP Loan Order may, in the discretion of the DIP Lender, be filed with or recorded in any filing
or recoding office in addition to or in lieu of such financing statements, mortgages, deeds of trust, leasehold mortgages, notices
of lien, assignments or similar instruments in any jurisdiction and all filing offices are hereby authorized and directed to accept
such certified copy of this Interim DIP Loan Order for filing and recording. The DIP Lender may deliver a copy of this Interim
DIP Loan Order to any third parties having possession or control of the Debtors’ property, the Collateral or Cash Collateral.


 


9.   Final
Hearing and Objection Date. This matter is set for a Final Hearing at 10:00 a.m EST on July 31, 2014, in the United States
Bankruptcy Court for the District of New Jersey.


 


a.         This
Interim DIP Loan Order shall authorize the DIP Loan to be advanced in the Interim DIP Loan Amount. Anything in the DIP Loan Motion
or the DIP Loan Agreement to the contrary notwithstanding, additional advances under the DIP Loan Motion and the DIP Loan Agreement
shall be expressly conditioned upon the entry of a Final Order in a form reasonably acceptable to the DIP Lender.


 


b.         The
Debtors shall promptly mail copies of this Interim DIP Loan Order to (i) the DIP Lender, (ii) the Office of the United States Trustee;
(iii) all parties who filed requests for notices under Bankruptcy Rule 9010(b) or were entitled to notice under Bankruptcy Rule
2002, (iv) the consolidated thirty largest unsecured creditors and (v) the members of any Committee formed in this case together
with counsel selected by such Committee. Any objections shall be in writing and shall be filed with the Clerk of this Court on
or before July 28, 2014, at 4:00 p.m. EST (“Objection Deadline”). Any objections by any party-in-interest shall
be deemed waived unless filed and received in accordance with the foregoing on or before the Objection Deadline.


 




    	 



    	 



    

 


	(Page 14)	 
	Debtors:	CRUMBS BAKE SHOP, INC., et al.
	Case Nos.	14-24287 (MBK)
	Caption of Order:	INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION FINANCING; (II) AUTHORIZING THE DEBTORS’ USE OF CASH COLLATERAL; AND (III) GRANTING OTHER RELIEF
	 	 


 


c.        In
the event this Court modifies any of the provisions of this Interim DIP Loan Order or the DIP Loan Agreement following such Final
Hearing, such modification shall not affect the rights and priorities of the DIP Lender pursuant to this Interim DIP Loan Order,
and this Interim Order shall remain in full force and effect except as specifically modified pursuant to such Final Hearing.