Expense Reimbursement Agreement between Crumbs Bake Shop, Inc. and Threadstone Advisors
Crumbs Bake Shop, Inc. and Threadstone Advisors entered into this agreement to cover the reimbursement of Threadstone's reasonable out-of-pocket expenses related to a proposed private placement of Crumbs' securities. The Company agrees to pay these expenses, up to $10,000 without further consent, regardless of whether the placement is completed. Threadstone must cover its own regulatory compliance costs. This agreement ensures Threadstone is compensated for its engagement-related expenses as they are incurred.
 | Threadstone Advisors | |
| 477 Madison Avenue, 24th Floor | ||
| New York, New York 10022 | ||
| www.ThreadstoneLP.com |
August 24, 2012
Special Committee of the Board of Directors
Crumbs Bake Shop, Inc.
110 West 40th Street, Suite 2100
New York, NY 10018
Attention: Leonard A. Potter
We appreciate the opportunity to work with Crumbs Bake Shop Inc. (the “Company”) in connection with a proposed private placement of the Company’s securities. The Company has selected Janney Montgomery Scott LLC (“Janney) to act as the lead financial advisor and Susman Partners LLC d/b/a Threadstone Advisors (“Threadstone”) as the Sub-Advisor. The Company and Janney have entered into an engagement agreement dated on or about August 24, 2012 outlining their role and providing for expense reimbursement (Section 4 of the Engagement Letter). Threadstone and Janney have entered into a Sub-Advisory Agreement dated on or about August 24, 2012 similarly outlining our role. The Sub-Agreement does not provide expense reimbursement to Threadstone by Janney.
This letter will serve as agreement between the Company and Threadstone for expense reimbursement. Whether or not any Placement is consummated, the Company will pay all of Threadstone’s reasonable out-of-pocket expenses (including, without limitation, expenses related to document and presentation materials, travel, external database and communications services, an online data room, courier and delivery services, and the fees and expenses of its outside legal counsel) incurred in connection with this engagement; provided, however, that such expenses shall not exceed in the aggregate $10,000 without the Company’s consent. Such out-of-pocket expenses shall be payable as they are incurred upon request by Threadstone. Notwithstanding the foregoing, Threadstone shall be responsible for its costs and expenses of complying with the laws, regulations and/or rules of any self-regulatory organization that govern Threadstone’s activities under this engagement.
Thank you for this consideration and we look forward to working with you.
| /s/ William S. Susman | ||
| William S. Susman | Title: | Managing Director |
| ACCEPTED AND AGREED: | ||
| CRUMBS BAKE SHOP, INC. | ||
| /s/ Leonard A. Potter | ||
| Leonard A. Potter | Title: | Director and Member of Special Committee of |
| the Board of Directors |
Threadstone Partners is affiliated with Susman Partners, LLC members FINRA/SIPC
