Exhibit 10.12


 


BUSINESS LEASE AGREEMENT


 


In Marousi, today
on  27 June 2006, between the
following contracting parties, on the one hand, the société anonyme bearing the
name “Aichmi Public Relations Services — Music
Instruments & Audio-Video Systems Leasing Société Anonyme”, with
TIN 999609203, which has its primary place of business in Athens, at
34 Amvrosiou Frantzi and is legally represented by Mr. Giannis Linos,
resident of Amarousion (hereinafter the “lessor”), and on the other hand, the
société anonyme bearing the name “Velti Center for
Innovation, Venture Capital Société Anonyme — VCI S.A.”, with TIN
999078135, which has its primary place of business in Marousi, at
44 Kifisias Ave. and is legally represented by Mr. Dimitrios-Evangelos
Paneras, resident of Amarousion (hereinafter the “lessee”), the following are
agreed upon and mutually accepted:


 


I.    The
lessor has the full ownership of the entire first floor of a
building located at 42 Kifisias Avenue and Fragoklisias Street, of a
surface area of 672.00 sq.m., and agrees to lease it out to the lessee
subject to the following terms and conditions.


 


1.        DURATION


 


1.1.      The term  of the lease shall be from 1 September 2006 to
30 August 2018.


 


1.2.      No silent renewal is
permitted under any circumstances, and should the lessee remain in the leased
property after expiry of the term of the lease, this shall not be considered as
a silent renewal.


 


2.        LEASE FEE
AND OTHER CHARGES


 


2.1.      The lease fee is
hereby agreed to the amount of Euro 13,440.00 for the first year of the term of
the lease, and it shall be adjusted ipso jure every
year by the amount of increase of the Consumer Price Index, as set forth by the
National Statistical Service of Greece for the previous 12 months, plus one per
cent (1%). Said adjustment shall be calculated on the lease fee paid at any
given time and shall also apply if the term of the lease is extended based on a
contract or in accordance with the law.


 


2.2.      The lease fee shall
be paid to the lessor within the first five days
of every month of lease in cash or through a deposit to a bank
account of the lessor as indicated by the latter. Payment shall be proved by a
written receipt issued by the lessor or by the relevant deposit document issued
by the Bank. No other means of proof, oath included, shall be accepted.


 


2.3.      The lessee shall pay
to the lessor a stamp fee duty (3.6%) along with the lease fee.


 


2.4.      The lessee shall also
pay for the cost of electricity, water supply and all other fees and extras
included in the power, water and sewage utility bills (PPC, EYDAP, etc.), as
charged upon the lessee, as well as all municipal fees which are 


 





















 


borne by lessees in accordance with the law.
Furthermore, the lessee shall also make contributions towards the general
expenses incurred in connection with the jointly used areas of the building, as
calculated by the building Management on a monthly basis, in accordance with
the corresponding percentage and based on the Establishment of Horizontal
Estate and the Regulation of the building.


 


3.        USE OF
THE LEASED PROPERTY


 


3.1.      The leased property
shall be used only for the lessee’s offices.


 


3.2.      It is expressly
stated that storage of explosive or flammable materials in the leased property
is prohibited.


 


3.3.      It is hereby
expressly agreed upon that the cession of the use of the leased property to
third parties in any way whatsoever is prohibited, except for a sublease or
other cession of the use of part or all of the leased property only to
subsidiaries or parent companies of the lessee or other companies which are
established by the lessee or in which the lessee has a holding.


 


3.4.      The lessee shall be
under obligation to make good use of the leased property and shall be held
liable for any wear caused during the term of the lease apart from any wear resulting
from normal use. In addition, the lessee shall be under obligation to keep the
leased property clean and use it in a way that will not compromise the quiet,
health, work and safety of neighbors.


 


3.5.      The lessor has the
right to visit and inspect the leased property in detail, at appropriate days
and times, upon consultation with the lessee (a) every three months,
accompanied by an engineer or experienced workman to identify possible wear or
changes to the property, (b) twice a week during the last four months of
the term of the lease accompanied by would-be lessees, and (c) at any time
accompanied by would-be buyers. Finally, the lessee shall be under obligation
to accept the performance of any work necessary for the repair or possible
reconstruction of the building where the leased property is found.


 


4.        GUARANTEE


 


4.1.      To
guarantee appropriate performance of the terms of the lease, the lessee has
paid today the amount of Euro 13,440.00, and this agreement is proof of
said payment. Said amount, which shall be adjusted whenever the lease fee is
adjusted, by the same percentage, shall be refunded to the lessee without
interest after the latter has left the leased fee within the set deadline upon
expiry of the term of the lease, has handed back its free use along with its
keys, has paid all utility bills and joint expenses, and has settled all
pending financial matters. Said amount cannot be offset against lease fees or
other amounts due by the lessee to the lessor.


 





















 


5.        ADDITIONS
AND REPAIR OF THE LEASED PROPERTY


 


5.1.      The
lessor shall not be required, during the term of this lease, to perform any
repairs on the leased property, except for those that are necessary for the
unhindered continuation of its operation, providing that they are not caused by
actions or omissions of the lessee.


 


5.2.      The
lessee shall be allowed to perform its own additions, constructions or indoor
arrangements to the leased property in order to meet its operating needs at any
time, upon prior written notification to the lessor and on condition that the
static integrity of the building is not compromised and the provisions set
forth in the establishment of horizontal estate and the Regulation of the
building are not breached. Any addition made as above, shall either remain to the
benefit of the leased property following expiry of the term of the lease or
termination, in any way whatsoever, of the lease agreement, or it shall be
removed, at the discretion of the lessee, on the express condition, however,
that the leased property shall be restored to its state existing at the
beginning of the term of the lease. In any event, the lessee shall restore any
modification, addition or removal it has performed on the leased property and
shall prevent, in accordance with the principles of good faith and business
ethics, the direct and full use of the leased property by any other lessee or
user.


 


5.3.      The
lessee shall be under obligation to inform the lessor immediately and in
writing about any damage done to the leased property.


 


6.        EXPIRY OF
THE TERM OF THE LEASE — HANDING BACK THE LEASED PROPERTY


 


6.1.      Upon
expiry of the term of this lease, the lessee shall hand over the leased
property to the lessor, without any reminder, in good operating condition. For
as long as the lessee refuses to hand it over, it shall pay compensation equal
to 1/5 of the last lease fee for every day of delay.


 


7.        GENERAL
PROVISIONS


 


7.1.      Breaching
any of the terms hereof, which are all agreed upon to be material ones, shall
enable either party to terminate this lease agreement. More specifically, it is
hereby agreed upon that a failure to pay the joint expenses that correspond to
the leased property promptly shall be considered as a delay to pay the lease
fee due to negative attitude, which will bring about the relevant legal
consequences.


 


7.2.      Any
possible amendment to the terns hereof shall be proved only in writing, and no other means of
proof, oath included, shall be accepted.


 


7.3.      The
lessee has become aware of the Regulation of the building and shall be under obligation
to comply therewith.


 


II.   This lease agreement
was read, accepted and signed by the contracting parties. The lessor shall
submit one copy to the Tax Office (DOY) responsible for its income tax within
30 days of execution hereof.


 





















 




	
  For the lessor

   

  	
   

  	
  For the lessee

   

  
	
  /s/ D. Katsadouris

  	
   

  	
  /s/ Alexandros Moukas