Office Lease and Administrative Support Agreement

Exhibit 10.1

Office Lease and Administrative Support Agreement

THIS OFFICE LEASE AND ADMINISTRATIVE SUPPORT AGREEMENT (this "Agreement") is made on June 8, 2017, by and between Banyan Rail Services Inc. ("Banyan") and Boca Equity Partners LLC ("BEP").

WHEREAS: The parties desire to provide for a cost-sharing arrangement relating to Banyan's use of a portion of BEP's offices located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0, Xxxxx 000, Xxxx Xxxxx, XX 00000 (the "Premises"), and certain overhead items at the Premises such as space, utilities and other administrative services.

NOW THEREFORE, the parties agree as follows:

TERMS

1. Term. The term of this Agreement shall be month-to-month, commencing on June 1, 2017 (the "Effective Date").

2. Shared Costs. BEP shall furnish to Banyan the following:

a. A portion of the Premises, including related janitorial, electrical and other, associated taxes and utility services;

b. Certain furniture, furnishings, computers and other equipment;

c. Telephone service, internet access and postage machine, etc.;

d. Services of Xxxxx Xxxx and other general office and administrative support.

3. Reimbursement of Shared Costs. Banyan agrees to reimburse BEP $15,000 per month in advance for the costs of the services and facilities provided hereunder. If the cost of such services and facilities changes subsequently, the parties will negotiate changes in good faith.

4. Notices. All notices, request, demands and other communications required or permitted under this Agreement shall be given in writing as follows:

Boca Equity Partners, LLC 0000 Xxxx Xxxxxx Xxxxxx Tower 1, Xxxxx 000 Xxxx Xxxxx, XX 00000 Attn: Xxxx X. Xxxxxx, CEO Banyan Rail Services Inc. 0000 Xxxx Xxxxxx Xxxxxx Tower 1, Xxxxx 000 Xxxx Xxxxx, XX 00000 Attn: Xxxx Xxxxxx Interim CFO

Agreed upon as of the Effective Date:

Boca Equity Partners LLC		Banyan Rail Services Inc.
/s/ Xxxx X. Xxxxxx		/s/ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx, CEO		By: Xxxx X. Xxxxxx, Interim CFO

1