Execution Version


 


Exhibit 10.2


ASSIGNMENT OF LOAN AND LOAN DOCUMENTS


 


THIS ASSIGNMENT OF
LOAN AND LOAN DOCUMENTS (this “Assignment”) is made and entered into effective July 10, 2014, by FISCHER ENTERPRISES,
L.L.C., an Oklahoma limited liability company (“Assignor”) and LEMONIS FISCHER ACQUISITION COMPANY, LLC, a Delaware
limited liability company (“Assignee”), with respect to the following:


 


A.           Assignor,
Crumbs Holdings LLC, a Delaware limited liability company (“Crumbs Holdings”), and Crumbs Bake Shop, Inc., a
Delaware corporation (“Crumbs,” together with Crumbs Holding, collectively, the “Borrowers”)
are parties to that certain Senior Secured Loan and Security Agreement dated as of January 20, 2014 (the “Loan Agreement”),
pursuant to which the Assignor established, in favor of the Borrowers, a term loan in the original principal amount of $5,000,000.00
(the “Loan”).


 


B.           The
Loan is evidenced by: (i) the Tranche I Note executed by Borrowers in favor of Assignor dated January 20, 2014, in the original
principal amount of $3,353,000.00 (the “Tranche I Note”), and (ii) the Tranche II Note executed by Borrowers
in favor of Assignor dated April 1, 2014, in the original principal amount of $1,563,115.28 (the “Tranche II Note).


 


C.           Assignor
and Marcus Lemonis LLC are the members of Assignee, which was formed for the purpose of providing additional financing to Borrowers
(and certain of its subsidiaries) pursuant to a Superpriority Debtor-In-Possession Credit and Security Agreement (the “DIP
Credit Agreement”) to fund Borrowers’ (and certain of its subsidiaries) commencement of a Chapter 11 bankruptcy
proceeding in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Case”).


 


D.           Assignee
contemplates entering into a stalking horse asset purchase agreement with the Borrowers to acquire substantially all of the assets
of the Borrowers (and certain of its subsidiaries) in a sale transaction pursuant to Section 363 of the Bankruptcy Code (the “363
Sale”) in which the Assignee is entitled to credit bid the outstanding amount of the pre-petition debt under the Loan
Agreement and the DIP Credit Agreement as the purchase price for the assets in the 363 Sale.


 


E.           In
connection with the Bankruptcy Case and the 363 Sale, Assignor desires to assign, and Assignee desires to assume, all of Assignor’s
right, title and interest in the Loan Documents (as hereinafter defined), subject to the terms and conditions set forth in this
Assignment.


 


F.           Capitalized
terms not otherwise defined in this Assignment have the meanings assigned to them in the Loan Agreement.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and agreements contained herein, the parties hereby agree as follows:


 




    	 



    	 



    

 


1.          Assignment.
Assignor hereby assigns, sets over, transfers, conveys and delivers to Assignee all of Assignor’s right, title and interest,
in and to the Loan and the loan documents set forth on Exhibit A (collectively, the “Loan Documents”).
Hereafter, Assignor shall forever be barred from claiming any right, title or interest in the Assigned Loan Documents or any of
the rights or benefits it previously held thereunder.


 


2.          Assumption.
Assignee hereby assumes Assignor’s rights and obligations under the Loan Documents arising on or after the date hereof, including
Assignor’s position as “Lender” in respect of the Loan Documents, under the terms contained herein and in the
Loan Documents, and shall succeed to all the rights, powers, privileges, immunities and duties heretofore held, in whole or in
part, by Assignor in respect of the Loan Documents. From and after the date hereof, all references to “Lender” and
Secured Party” in the Loan Documents will be deemed a reference to Assignee.


 


3.          Authority.
Assignor represents and warrants that (a) Assignor has the full right and authority to assign, set over, transfer, convey and deliver
the assigned Loan Documents without the necessity or consent of any third party other than consents that have been obtained and
(b) the assigned Loan Documents are assigned, set over, transferred conveyed, and delivered hereunder free and clear of any and
all liens and encumbrances and claims of third parties.


 


4.          Separate
Assignments. Separate Uniform Commercial Code Assignments, which will be filed and/or recorded in the proper recording offices,
shall be executed and delivered by Assignor in connection with this Assignment upon request of Assignee.         


 


5.          Governing
Law. This Assignment shall be governed by the laws of the State of Delaware.


 


6.          Binding
Effect. This Assignment shall be binding upon the parties and their successors and assigns and inure to the benefit of the
parties and their successors and assigns.


 


7.          Counterparts.
This Assignment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Assignment
and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this
Assignment and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Assignment
and may be used in lieu of the original Assignment for all purposes.


 


8.          Further
Assurances. Assignor and Assignee agree to execute, acknowledge (where necessary) and deliver such additional agreements, documents
and instruments, and take such further actions, as may be reasonably necessary or appropriate in order to effect the assignment
to Assignee of the Loan and the Loan Documents.


 


[Signature Page Follows]


 




    	 



    	 



    

 


EXECUTED as of the
date first written above.


 


	ASSIGNOR:	 	 
	 	FISCHER ENTERPRISES, L.L.C.
	 	an Oklahoma limited liability company
	 	 	 
	 	By:	 
	 	 	Name: S. Scott Fischer
	 	 	Title: Chief Operating Officer
	 	 	 
	ASSIGNEE:	 	 
	 	LEMONIS FISCHER ACQUISITION COMPANY, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Name: S. Scott Fischer
	 	 	Title: Manager


 


By executing below, the undersigned hereby
evidence their acceptance and consent to this Assignment and the transactions contemplated hereby:


 


	CRUMBS BAKE SHOP, INC., a Delaware corporation	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	CRUMBS HOLDINGS LLC, a Delaware limited liability company	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Assignment of Loan and
Loan Documents]


 




    	 



    	 



    

 


EXHIBIT A


 


Loan Documents


 


		1.	Senior Secured Loan and Security Agreement between Borrowers
and Assignor dated January 20, 2014.



 


		2.	Tranche I Note executed by Borrowers in favor of Assignor
dated January 20, 2014, in the original principal amount of $3,353,000.00.



 


		3.	Tranche II Note executed by Borrowers in favor of Assignor
dated April 1, 2014, in the original principal amount of $1,563,115.28.



 


		4.	Guaranty and Security Agreement by the guarantors described
therein for the benefit of Assignor dated January 20, 2014.



 


		5.	Grant of Security Interest in Trademark between Crumbs
Holdings and Assignor dated January 20, 2014.



 


		6.	Membership Interest Pledge Agreement between Crumbs Holdings
and Assignor dated January 20, 2014.



 


		7.	Closing Statement between Crumbs, Crumbs Holdings, and
Assignor dated January 20, 2014.



 


		8.	Closing Statement between Crumbs, Crumbs Holdings and Assignor
dated April 1, 2014.



 


		9.	Certificate of the Secretary of Crumbs Holdings dated January
20, 2014.



 


		10.	Certificate of the Secretary of Crumbs dated January 20,
2014.



 


		11.	All UCC Financing Statements securing the obligations under
the Loan Agreement



 


EXHIBIT A


Assignment of Loan and Loan Documents