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elcheepo

12/22/14 10:18 AM

#2833 RE: afo #2831

m 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported, on July 11, 2014, in connection with its pending bankruptcy proceeding, Crumbs Bake Shops, Inc. (the “Company”) entered into an Asset Purchase Agreement with Lemonis Fischer Acquisition Company LLC, (“Lemonis Fischer Acquisition”) for the sale of substantially all of the assets of the Company (other than certain excluded assets including cash and cash equivalents). Pursuant to the terms and conditions of the Asset Purchase Agreement, on August 29, 2014, the Company completed the sale of the Company’s assets for a credit bid of approximately $7,140,000 and the assumption of various liabilities.

The are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company’s remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors’ fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders of the Company