exv10w8






Exhibit 10.8




ACKNOWLEDGEMENT OF

FORFEITURE OF SECURITIES




November 14, 2011




Reference is hereby made to that certain Business Combination Agreement, dated as of January
9, 2011, as amended on each of February 18, 2011, March 17, 2011 and April 7, 2011, in each case
by and among 57th Street General Acquisition Corp. (now Crumbs Bake Shop, Inc.), a
Delaware corporation (“CBS”), 57th Street Merger Sub LLC, a Delaware limited liability
company (“Merger Sub”), Crumbs Holdings LLC, a Delaware limited liability company (the “Holdings”),
the members of Holdings as set forth on the signature page thereto (each a “Member” and,
collectively, the “Members”), and the representatives of Holdings and the Members (the “Member
Representatives”) (as amended, the “Business Combination Agreement”).



Reference is further made to that certain employment agreement dated as of November 14, 2011
(the “Employment Agreement”) by and among CBS, Holdings and Julian R. Geiger (“Executive”),
pursuant to which Executive will be employed as the President and Chief Executive Officer of CBS
and Holdings.



Reference is further made to that certain Securities Grant Agreement, dated as of November 14,
2011 by and between CBS, Holdings and Executive (“Grant Agreement”), pursuant to which each of CBS
and Holdings has agreed to issue certain securities to Executive.



In order to induce CBS, Holdings and Executive to enter into the Employment Agreement and in
consideration of the mutual covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby acknowledges and irrevocably agrees as follows:



1. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in
the Business Combination Agreement.



2. Upon consummation of the transactions contemplated by the Business Combination Agreement,
the undersigned was issued certain Equity Consideration.



3. From the Equity Consideration, each of: (i) One Hundred Sixty-Five Thousand Four-Hundred
(164,500) New Crumbs Class B Exchangeable Units (the “Specified Class B Units”) issued to EHL
Holdings LLC (“EHL”) and (ii) Sixteen-Thousand Four-Hundred-Fifty (16,450) shares of Series A
Voting Preferred Stock (the “Specified Series A Preferred Shares”) issued to EHL, shall be canceled
without any further consideration


 


 









 





4. At or prior to the entry into the Employment Agreement (the “Effective Time”), CBS,
Holdings and EHL, as applicable, shall, subject only to paragraph 5 hereof, (i) irrevocably direct
the secretary of Holdings to cancel the Specified Class B Units effective as of the Effective Time
and (ii) irrevocably direct the Secretary of CBS to instruct Continental Stock Transfer & Trust
Company, as transfer agent for the Series A Voting Preferred Stock, to cancel the Specified Series
A Preferred Shares effective as of the Effective Time.



5. Solely in the event that the Effective Time does not occur by November 21, 2011, this
Acknowledgement of Forfeiture of Securities shall be void and of no further force and effect, the
Specified Class B Units and the Specified Series A Preferred Shares shall not be canceled, and CBS,
Holdings and Bauer Holdings, as applicable, shall direct the secretary of Holdings, or Continental
Stock Transfer & Trust Company, as the case may be, to that effect.



6. At the Effective Time, EHL hereby irrevocably forfeits the right to receive only such
amount of its Contingency Consideration equal to approximately 20.6% of the amount of Contingent
Securities (as defined in the Grant Agreement) then issuable to Executive, in accordance with
Section 2 of the Grant Agreement.



7. The undersigned hereby expressly acknowledges and agrees that Executive is an express third
party beneficiary of this Acknowledgement of Forfeiture of Securities.



[SIGNATURE PAGE FOLLOWS]




 


 









 







IN WITNESS WHEREOF, the undersigned have executed this Acknowledgement of Forfeiture of
Securities as of the date first written above.



	 	 	 	 	 
	 	EHL HOLDINGS LLC.

 	 
	 	By:  	/s/ Edwin Lewis
 	 
	 	 	Name:  	Edwin Lewis 	 
	 	 	Title:  	Member 	 




Acknowledged and agreed:



CRUMBS BAKE SHOP, INC.



	 	 	 	 	 
	By:

	 	/s/ John D. Ireland
 

	 	 
	 

	 	Name: John D. Ireland	 	 
	 

	 	Title: CFO	 	 
	 
	 	 	 	 
	CRUMBS HOLDINGS, LLC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ John D. Ireland
 

	 	 
	 

	 	Name: John D. Ireland	 	 
	 

	 	Title: CFO