SUBLEASE AND ADMINISTRATIVE SERVICES AGREEMENT
Exhibit
10.15
THIS AGREEMENT
(The
"Agreement") is made as of the 1st
day of
December 2006, and is between Blue Diamond Realty, LLC, a Delaware limited
liability company (hereinafter referred to as "Lessee") and Star Maritime
Acquisition Corp., a Delaware corporation (hereinafter referred to as "Company"
or “Sublessee”).
WHEREAS,
by
a
lease (hereinafter referred to as "Master Lease") between ▇▇▇▇▇▇ Investments,
(hereinafter referred to as "Lessor"), and Lessee, Lessee has leased certain
premises located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
and;
WHEREAS,
Lessee
has agreed to sublet Suite 202 to Sublessee (hereinafter referred to as the
"Premises") to maintain the books and records and to conduct the business of
the
Sublessee and to grant to Sublessee all necessary right of ingress and egress
thereto, and;
WHEREAS,
Lessee
has agreed to provide Sublessee with access to a conference room and equipment
room in Suites 200 and 202, respectively, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "Common Areas"); and to provide access to
and
reasonable usage of office equipment including computers, printers, photocopier,
postage machine, fax machine, etc. (hereinafter referred to as "Office
Equipment"); and to provide clerical support (hereinafter referred to as
"Administrative Support Services") to Sublessee as are reasonably needed for
conducting the general business of the Sublessee, and;
WHEREAS,
Lessee
has secured the consent of Lessor pursuant to the Master Lease.
AGREEMENT
In
consideration of the above recited premises and the mutual promises contained
herein, the adequacy and sufficiency of which are hereby acknowledged, Lessee
and Sublessee hereby agree as follows:
1. Subject
to the limitations set forth herein, this agreement shall begin December 1,
2006
and end December 31, 2007. This agreement shall automatically renew for
additional periods of one year per renewal term on the same terms as this
Agreement, unless either party gives written notice of termination no later
than
ninety (90) days prior to the end of the term or renewal term.
2.
Sublessee
shall pay an annual base rental and administrative services fee of $4,000
payable in advance. The annual amount shall consist of $2,800 for rent
and
$1,200 for administrative services. The initial year’s prorated payment of
$4,333 is due upon execution of this Agreement, thereafter; payment shall
be due
January 1st
of each
succeeding year.
3. At
the
end of each year (twelve-month period) that this lease is in effect, Company
agrees to be assessed an adjusted rental and administrative services fee in
the
event of an increase in the cost of living. Such increase shall occur on the
first day of the calendar quarter on or immediately following the anniversary
date. The administrative services fee set forth in paragraph 2, as adjusted
by
previous cost of living adjustments, will be increased by the percentage by
which the U.S. Consumer Price Index, All Urban Consumers (CPI-U), All Items,
has
increased since the previous anniversary or escalation date.
4. Either
Lessee or Sublessee may cancel this Sublease effective at the end of any month
upon at least ninety (90) days prior written notice. Such written notice shall
state the date upon which the cancellation is to be effective.
5. Sublessee
shall not, without prior written consent of Lessee, assign, demise or further
sublet the Premises.
6. The
sublease shall automatically terminate on the termination, cancellation or
expiration of the Master Lease. If, for any reason, this Sublease is cancelled
at any time other than is provided for in paragraph 1 of this Sublease, Lessee
shall immediately notify Sublessee of the cancellation and return any sums
advanced to Lessee for any part of a rental period for which Sublessee will
not
be permitted to occupy the Premises. Lessee may, at its option, replace the
Premises with substantially equivalent facilities under the same terms and
conditions specified herein.
7. The
Lessee and Sublessee further agree to hold Lessor completely harmless of any
liability for any cause whatsoever in connection with this
Sublease.
8. Lessee
is
not responsible for any improvements to the Premises. Sublessee may not make
any
improvements to the Premises without the prior written consent of Lessee and
Lessor.
9. Lessee
agrees to provide access to, and usage of, the Common Areas to Sublessee on
an
as-needed basis subject to availability. Sublessee agrees, whenever feasible,
to
provide reasonable notice when reserving conference facilities.
10. Lessee
agrees to provide access to, and usage of the Office Equipment to Sublessee,
for
purposes of conducting the daily operations of Sublessee's business.
11. Lessee
agrees to provide Administrative Support Services to Sublessee, including
checkbook maintenance, data entry, word processing, photocopying, mail
processing, telephone answering, meeting planning, etc. for purposes of
conducting the daily operations of Sublessee's business.
The
parties hereto have caused this Agreement to be executed as of the 1st day
of
December 2006.
BLUE
DIAMOND REALTY, L.L.C.
BY:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President
BY:/s/
Prokopios Akis Tsirigakis
Name: Prokopios Akis Tsirigakis
Title: Chief Executive Officer