GCD CONSULTANTS, LLC CRUMBS AGREEMENT

Exhibit 10.1

GCD CONSULTANTS, LLC

CRUMBS AGREEMENT

Agreement (the “Agreement”) made effective January 1, 2012, by and between CRUMBS HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware with its executive office at 110 W. 40^th Street, Suite 2100, New York, New York 10018 (hereinafter “CRUMBS”) and GCD CONSULTANTS LLC, a limited liability company organized under the laws of the State of Delaware with its principal office at 1000 Winter Street, Suite 2800, Waltham, Massachusetts 02451 (hereinafter “GCD”).

1. CRUMBS hereby agrees to engage the services of GCD for the purposes outlined below for the period commencing on January 1, 2012, and ending on December 31, 2013, unless this Agreement is earlier terminated pursuant to the terms herein.

Services (the “Services”) to be performed by GCD shall be:

2. During the term of this Agreement, CRUMBS agrees that GCD will exclusively represent CRUMBS for the services outlined in Paragraph 1, and CRUMBS will not engage any other broker, agent or consultant to represent CRUMBS with respect to these services while this Agreement remains in effect. It is expressly understood by both parties to this Agreement that should CRUMBS, at any time during the term of this Agreement, establish a company-owned retail location on its own behalf, such action shall be considered as if the location were established by GCD, and any applicable LEASE EXECUTION FEE provided for in Paragraph 3 shall apply.

3. For and in consideration of the Services to be provided by GCD, CRUMBS agrees to pay GCD during the term of this Agreement:

Locations 6-20: $25,000.00,

Locations 21-30: $20,000.00,

Locations 31+: $15,000.00

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5. GCD shall pay all its expenses incurred in the rendition of the Services and in the performance of its obligations under this Agreement. If, however, CRUMBS requests GCD to undertake travel for other purposes, then CRUMBS shall reimburse GCD’s travel expenses so incurred, at cost, according to CRUMBS’ customary travel expense reimbursement practices.

6. It is understood by both parties to this Agreement that CRUMBS is not in any way obligated to accept any of the locations offered by GCD, but shall in its sole discretion, accept or refuse locations made available by GCD. CRUMBS has the sole authority to accept, and shall assume full and total responsibility for any acceptance by CRUMBS of, an offer to lease.

7. At any time during the term of this Agreement, either CRUMBS or GCD may terminate this Agreement upon sixty (60) days written notice to the other party. The 60 day period will begin on the first day of the month following the month in which notice is given. In the event of such termination, CRUMBS shall pay all fees, in accordance with this Agreement, that are due and payable to GCD for Services rendered through and until the date on which the termination of the Agreement shall take effect. The obligation of CRUMBS to pay any GUARANTEED PAYMENTS and LEASE EXECUTION FEES payable at the time of termination, shall survive the termination of the Agreement, as shall the obligation of GCD for payment of any amounts then owing by GCD to CRUMBS.

8. In connection with any disputes or litigation arising out of this Agreement, each party shall respectively be responsible for its own costs incurred, including reasonable attorney’s fees and costs for services rendered in connection with such litigation (including appellate proceedings and post-judgment proceedings). The validity, interpretation, and performance of this Agreement shall be governed by and construed under the laws of the State of New York, to the jurisdiction of whose courts the parties hereby consent. Neither party shall be liable to the other party for any indirect, special, incidental or consequential damages however caused and under any theory of liability, including, without limitation, contract, products liability, strict liability or negligence, even if such party was or should have been aware of the possibility of such damages.

9. GCD acknowledges that, in the course of providing the Services under this Agreement, it will acquire proprietary information of CRUMBS, its parents and subsidiaries. GCD covenants and agrees that it shall keep all information relating to CRUMBS, its parent and subsidiaries, disclosed by CRUMBS to GCD pursuant to this Agreement or otherwise, strictly confidential and shall disclose such information only to its officers, directors and employees if such persons (a) need to know such information in connection with the work to be performed hereunder, and (b) have written agreements with GCD, or have a fiduciary duty to GCD, obligating them to maintain the information under terms no less onerous than those provided for herein. In the event of a violation of this paragraph, in addition to any other remedies at law or equity that may be available to CRUMBS, CRUMBS shall be entitled to injunctive relief.

10. This is the entire Agreement between CRUMBS and GCD. No representations were made or relied upon by either party, other than those expressly set forth herein. This Agreement may not be amended except by a writing executed by a duly authorized officer of each party. No waiver shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no waiver shall be a continuing waiver.

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11. All notices to be given pursuant to this Agreement shall be in writing and transmitted by overnight delivery service or by cert

ified mail, return receipt requested, addressed as follows:

IN WITNESS WHEREOF, the parties have executed this instrument as of January 18, 2012.

Dated: January 15, 2012

Dated: January 18, 2012

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