Exhibit 10.10


 


PRIVATE LEASE AGREEMENT


FOR BUSINESS PREMISES - OFFICES


 


In Athens today, on
6 September 2005, the undersigned, on the one hand, Panagiotis Dimos.
Katsadouris, a lawyer, resident of Athens, at 60A Skoufa Str.,
tel. 36.47.451, acting — in accordance with power of attorney no.
66/13.2.1997 executed by the Holy Monastery and duly ratified by the Holy
Supervisory Body of Mount Athos — for the purposes hereof on behalf and in the
name of the Holy Monastery of SIMONOS PETRA, which
has its domicile on Mount Athos, with TIN 090003860, Tax Office (DOY) of
Polygyros, which is legally represented (hereinafter the “lessor”), and on the
other hand, the following sociétés anonymes, 
having their primary place of business in Vrilissia, Attica, at
3 Pentelis Avenue:


 


a)     “VELTI
Software & Similar Products and Services Société Anonyme”, with the
distinctive title “VELTI S.A.”;
and


 


b)    “VELTI Center for
Innovation, Venture Capital Société Anonyme”, with the distinctive title “VCI S.A.”;


 


which are  legally represented by the Chairman of the
BoD Mr. Alexandros Moukas, son of Georgios, in accordance with the minutes
of the meetings of the Boards of Directors of the above Companies held on
19/08/2005 (hereinafter the “lessees”);


 


have agreed upon and
mutually accepted the following:


 


The lessor has the
full ownership, possession and occupancy, in Amarousion Attica, in a building
complex located at 44 Kifisias Avenue, Gravias Street, Granikou Street and
Fragoklisias Street, on the one hand, of the first floor of building
B of a surface area of 1,080 sq.m., and on the other hand of parking spaces no. 1 to no. 35 in Basement B of the First
building of the above complex, which are mentioned under the above
details in Contract no. 52304/1998 drafted by Athens Notary Public Mr. Ilias
Imellos, and wishes to  lease out the above properties to the lessees, subject to
the following terms and conditions:


 


1.     The term of the lease
is set to twelve (12) months, from 01/10/2005
to 30/09/2017. The  term of
the lease can be renewed only based on a written agreement. Should the lessees
stay silently in the leased property even for a long time in any other way or
without a new written agreement, this shall not be considered as an extension
of the term of the lease.


 


2.     The
monthly fee is set to EURO Nineteen Thousand (€ 19,000.00) for the
first year, namely from 01/10/2005  30/09/2006, and EURO Twenty One Thousand (€ 21,000.00) for the
second year, namely from 01/10/2006 to 30/09/2007. The above lease fee,
including any other fee charged to the Lessees in accordance with the law or
this agreement, shall be paid as follows: forty per cent (40%) by Velti S.A.
and sixty per cent (60%) by VCI S.A. Later on, from 01/10/2007, the lease fee
shall be adjusted every year by the amount of change of the Consumer Price
Index as set forth by the National Statistical Service of Greece plus one per
cent, calculated on the monthly fee paid during the previous year. Should the
term of the lease be extended beyond the twelve-month period based on an
agreement or a mandatory 


 





















 


provision,
the lease fee shall be increased every year using the above rate (Consumer
Price Index plus one per cent), as calculated on the lease fee of the previous
year. The lease fee shall be paid through a deposit made to bank account
no. 0026.0234.41.0100934410 maintained with EFG EUROBANK or such other
bank account as notified by the lessor in writing.


 


The
lessees have found the above lease fee to be fair and reasonable.


 


3.     To guarantee
appropriate performance of the terms and conditions hereof, the lessees shall
place in the hands of the lessor, without interest, the amount of EURO Seventy
Five Thousand (€ 75,000.00) as guarantee. To that end, the lessee shall
hand over an equal-amount letter of guarantee issued by a bank, no later than
1 October 2005. The lessee shall pay to the lessor on account of the
guarantee EURO Twenty Five Thousand (€ 25,000.00) within three months, and
EURO Twenty Five Thousand (€ 25,000.00) by 30/06/2006. The letter of
guarantee shall be adjusted accordingly when cash payments are made. The total
guarantee amount shall be adjusted on an annual basis after the third year,
depending on the increase in the lease fee, so that it corresponds to three (3) lease
fees plus twenty per cent (20%) for other charges; one monthly fee shall be
covered by an equal-amount letter of guarantee at all times and the other two
lease fees shall be paid in cash. The total guarantee amount shall be refunded
to the lessee following prompt departure from the leased property upon expiry
of the term of the lease and on condition that the lessee has fully and
appropriately complied with all the terms and conditions hereof and has paid
all electricity, water-sewage and telephone bills and joint expenses. It is
hereby expressly agreed upon that said guarantee shall not be interest-bearing
and may not be offset by the lessees against lease fees under any
circumstances.


 


4.     The leased property
shall be used only for Offices for the performance of the lessees’ business
activities. Any change to the use of the leased property, or any total or
partial sublease, or any cession of the use of the leased property to any third
party under any title, with or without remuneration, is prohibited, unless the
lessor’s preliminary agreement and consent has been obtained.


 


5.     The lessees may
perform any modification, repair or rearrangement to the leased property to the
extent that this is not beyond the agreed use of the leased property. Any such
action, irrespective of the resulting consequences, shall remain to the benefit
of the leased property, without any right of compensation for the lessees.
However, the lessor shall have the right, at discretion, to request that all
things are brought back to their former state at the lessees’ expense.


 


6.     The lessees have
examined the leased property and found it to be to their liking and perfectly
appropriate for its intended use. Furthermore the lessees shall perform any
necessary repair and maintenance on the leased property at their own
responsibility and expense, should such repair or maintenance be required for
the use of the leased property, at discretion. The lessor, as hereby agreed
upon between the parties, shall under no circumstances be liable to indemnify
the lessees for delays or problems relating to the use of the leased property as
caused by failures of any 


 





















 


nature
or resulting from any reason whatsoever or from a random event and force
majeure.


 


7.     The lessees are under
obligation to make good use of the leased property and shall be liable to make
compensation for wear caused to the leased property and jointly used areas by
the lessees or their personnel, except for those resulting from normal use.
They shall also be under obligation to keep the leased property clean and use
it so as not to compromise the quiet, health, work, safety and good morals of
other tenants in the building.


 


8.     The lessees are not
allowed to put up any objects in jointly used corridors or areas, or place in
the leased property machines which are not in line with the agreed use, or
flammable materials, or objects which could harm or pollute the property.


 


9.     The lessees hereby
state that they expressly and unreservedly waive, for the period following
expiry of the term of lease, any protection offered by a rent control act (enoikiostasio) or any other protective law, and in
particular, they waive any general or special provision enabling them to remain
in the leased property even after expiry of the term of the lease, either in
the form of compulsory extension of such term or in the form of failure to enforce
an eviction judgment which may be passed, on in any other form whatsoever.


 


10.   The lessees shall fully comply with all the
terms and conditions of the Regulation of the building where the leased
property is found, of which they have become fully aware and which is
considered an inseparable part hereof, and it is hereby expressly agreed upon
that any prohibition set forth in the regulation pertaining to the owners shall
also pertain to the lessees.


 


11.   The lessees shall pay the state and municipal
taxes and fees (for cleaning, lighting, etc.) charged to the lessees in
relation to the leased property, and they shall pay the ENTIRE amount of the
stamp duty fee (3.6%) as calculated on the lease fee. Electricity, water and
telephone costs shall also be borne by the lessees.


 


12.   Upon expiry of the term of the lease, the
lessees shall hand over the leased property to the lessor, without any
reminder, in perfect condition, as justified by its normal use, or they shall
be held liable to indemnify the lessor for any damages to the leased property
which are not caused by normal use. The lessees shall also indemnify the lessor
for any damage to property resulting from a failure to hand it over promptly,
upon expiry of the term of the lease, and in addition and cumulatively, they
shall also pay, in accordance with the agreed penalty on a daily basis, for
every day of delaying in handing over the leased property for any reason
whatsoever (force majeure included), an amount equal to 2/30 of the lease fee
paid at that time. The lessees shall allow representatives of the lessor to
visit the leased property at appropriate times in order to check the condition
of the property, on a quarterly basis. During the last month of the term of the
lease, they shall allow any persons wishing to lease the property to visit it
during working hours, on a daily basis.


 





















 


13.   Any silent renewal or extension of the term of
the lease for any reason whatsoever is strictly prohibited, and should the
lessees stay in the leased property after the expiry date of the term of the
lease, irrespective of cause, this shall not be considered as a silent renewal
or extension. Any lease fee collected by the lessor during that time shall be
considered as compensation for the delayed handing over of the leased property
and as payment on account of the above-agreed penalty, but it shall not be
interpreted as an express or silent extension of the term of the lease.  Upon expiry or termination of the term of
this lease or its extended time, the lessor or his representative — acting upon
express, unreserved and irrevocable authorization and power of attorney which
is hereby provided to him by the lessees — shall have the right to enter the
leased property at will and take it over in order to lease it out to a new
lessee, providing that the lessees are not using it, or that the term of the
lease has expired and the leased property is empty, or that any things existing
therein can be transferred to another place.


 


14.   Any amendment to the conditions set forth
herein, including a renewal or extension of the term of the lease, shall be
proved only in writing, whereas no other means of proof, oath
included, shall be accepted. Should the lessor delay in exercising any of his
rights, once or repeatedly, this shall not be interpreted as a waiver of such
rights under any circumstances.


 


15.   Delayed payment of all or part of the lease fee
or of any amount due by any of the lessees, resulting from the use of the
leased property (stamp duty fee, electricity, water-sewage, telephone bills,
joint expenses, etc., as necessary for the operation of the leased property) or
breach of any of the conditions set forth herein by any of the lessees, whereas
all such conditions are agreed to be materials ones, shall enable the lessor to
terminate this lease agreement unilaterally and evict both lessees from the
leased property, in accordance with the Code of Civil Procedure.


 


16.   VELTI S.A. and VCI S.A. shall be held jointly
and severally liable to the Lessor for the performance of all the conditions
set forth herein, and either of them hereby guarantees performance of such
conditions by the other lessee, waiving the right of division or excussion.


 


Besides, it is hereby
expressly agreed upon that this lease of all the leased areas is inseparable
and indivisible and either lessee shall not have the right to act independently
or/and terminate all or part of the agreement for any reason whatsoever.


 


Only a joint
statement made by both lessees shall bind the lessor, and the latter shall bind
both lessees by communicating any document to either of them.


 


It is hereby
expressly agreed upon that any disputes between the parties arising herefrom
directly or indirectly shall be settled only by the Courts of Athens (Court of
the Peace, Court of First Instance), and the lessees hereby waive any potential
right of immunity. The joint representative of the lessees, who has signed this
agreement, Mr. Alexandros Moukas, is hereby appointed as their attorney.
The lessees may appoint a different attorney through a joint written statement
made by both of them.


 





















 


In witness whereof,
this agreement was drafted in three copies, which were signed as follows, and
each party received one original, whereas the third one shall be submitted to
the competent Tax Office (DOY).


 


 




	
  The lessor

   

  	
   

  	
  The lessees

   

  
	
  /s/ D. Katsadouris

  	
   

  	
  Velti S.A.

  	
   

  	
  VCI S.A.

  
	
   

  	
   

  	
  /s/ A. Moukas

  	
   

  	
  /s/ D. Paneras

  






 





















 


PRIVATE AGREEMENT AMENDING THE PRIVATE
LEASE AGREEMENT FOR BUSINESS PREMISES-OFFICES


 


In Athens today, on
25 September 2006, the undersigned, on the one hand, Panagiotis
Dimos. Katsadouris, a lawyer, resident of Athens, at 60A Skoufa Str.,
tel. 36.47.451, acting — in accordance with power of attorney no.
66/13.2.1997 executed by the Holy Monastery and duly ratified by the Holy
Supervisory Body of Mount Athos — for the purposes hereof on behalf and in the
name of the Holy Monastery of SIMONOS PETRA, which
has its domicile on Mount Athos, with TIN 090003860, Tax Office (DOY) of
Polygyros, which is legally represented (hereinafter the “lessor”), and on the
other hand, the following sociétés anonymes, 
having their primary place of business in Vrilissia, Attica, at
44 Kifisias Avenue, (a) “VELTI Software & Similar Products
and Services Société Anonyme”, with the distinctive title “VELTI S.A.”,
which is legally represented by its CEO Mr. Alexandros Moukas, and (b) “VELTI
Center for Innovation, Venture Capital Société Anonyme”, with the distinctive
title “VCI S.A.”, which is legally represented
by its CEO Mr. Dimitrios Paneras, (hereinafter the “lessees”)
have agreed upon and mutually accepted the following:


 


The lessor has leased
out to the lessees, in accordance with PRIVATE LEASE AGREEMENT FOR BUSINESS
PREMISES-OFFICES dated 6 September 2005, as it has been amended and is in
force in accordance with “AMENDMENT TO PRIVATE LEASE AGREEMENT FOR BUSINESS
PREMISES-OFFICES” DATED 13/09/2005 (hereinafter the “Lease
Agreement”), the first floor of
building B of a surface area of 1,080 sq.m. and parking spaces no. 1 to no. 35 in Basement B of the First
building of a building complex located at 44 Kifisias Avenue,
Gravias Street, Granikou Street and Fragoklisias Street, in Marousi, Attica
(hereinafter the “leased property”).


 


B.- The lessees and
the lessor hereby agree on the following:


 


1.     Since 1 September,
VCI S.A. has ceased being a lessee and a party to the Lease Agreement.
Since the above date, VELTI S.A. has become the sole lessee, and the lease
of the entire leased property shall continue
with VELTI S.A. as the sole lessee, which shall assume all the lessees’
obligations and rights provided for in the Lease Agreement.
As a result, the Lease Agreement is hereby amended accordingly, and the
following provisions of clause 16 are repealed:


 


“16.
VELTI S.A. and VCI S.A. shall be held jointly and severally liable to the
Lessor for the performance of all the conditions set forth herein, and either
of them hereby guarantees performance of such conditions by the other lessee,
waiving the right of division or excussion.


 


Besides,
it is hereby expressly agreed upon that this lease of all the leased areas is
inseparable and indivisible and either lessee shall not have the right to act
independently or/and terminate all or part of the agreement for any reason
whatsoever.


 


Only
a joint statement made by both lessees shall bind the lessor, and the latter
shall bind both lessees by communicating any document to either of them.


 





















 


...
The joint representative of the lessees, who has signed this agreement, Mr. Alexandros
Moukas, is hereby appointed as their attorney. The lessees may appoint a
different attorney through a joint written statement made by both of them.”


 


2.     VCI S.A. and the
lessor hereby recognize and agree that they hold no claim or demand against
each other arising from the Lease Agreement,
since the guarantees provided in accordance with the agreement dated 06/09/2005
shall be valid for VELTI S.A. alone from now on.


 


In witness whereof,
this agreement was drafted in three copies, which were signed as follows, and each
party received one original, whereas the third one shall be submitted to the
competent Tax Office (DOY).


 


Monthly fee: € 19,000.00.


 


 


D. Katsadouris for the HOLY
MONASTERY OF SIMONOS PETRA


	
   

  	
  /s/ D. Katsadouris

  	
   

  



 


 


A. Moukas for VELTI S.A.


	
   

  	
  /s/ A. Moukas

  	
   

  



 


 


D. Paneras for VCI S.A.


	
   

  	
  /s/ D. Paneras