THIRD CAPITAL, LLC
NINTH FLOOR
000 XXXXXX XXXXXX
XXXXXXXXX, XXXXXXXXX 00000
FAX: 000.000.0000
000.000.0000
Agreement Re: Warrants and Directorship
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This Agreement dated as of March 12, 1997, is executed by and between Third
Capital, LLC ("Third Capital") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx").
Now therefore, in consideration of good and valuable consideration the receipt
and adequacy of which is hereby acknowledged, the parties agree as follows:
1. Xxxxxxx agrees that, within 10 days after the purchase by Xxxxxxx or his
affiliates of 500,000 shares of the common stock of Pacific Gateway Properties,
Inc. ("PGP"), Xxxxxxx shall execute and deliver to Third Capital a warrant
agreement (the "Warrant") to purchase 100,000 shares of PGP common stock
substantially in the same form as the attached warrant agreement. Such Warrant
shall be executed and delivered by Xxxxxxx or any affiliate capable of
performing all of the obligations specified therein.
2. Additionally, Xxxxxxx agrees that, within 10 days of Xxxxxxx or his
affiliates obtaining 'control' of PGP (as herein defined), Xxxxxxx shall execute
and deliver to Third Capital a warrant agreement (the "Warrant") to purchase an
additional 100,000 shares of PGP common stock substantially in the same form as
the attached warrant agreement. Such Warrant shall be executed and delivered by
Xxxxxxx or any affiliate capable of performing all of the obligations specified
therein.
3. For purposes of this agreement, Xxxxxxx shall be deemed to have obtained
'control' of PGP upon the occurrence of ANY of the following events:
(a) Xxxxxxx, either directly or indirectly through one or more of his
affiliated entities, owns or controls 50% of the outstanding voting interests in
PGP; or
(b) Xxxxxxx, either directly or indirectly through one or more of his
affiliated entities, elects, nominates, or otherwise appoints a majority of
individuals to PGP's Board of Directors; or
(c) An affiliate of, or an individual selected by, Xxxxxxx is appointed by
the Board of Directors of PGP to serve as the PGP's President, Chief Executive
Officers, or similar executive capacity; or
(d) Xxxxxxx is elected or appointed as the Chairman of the Board of
Directors of PGP; or
(e) PGP changes the location of its principal executive offices from the
State of California to another state (unless Xxxxxxx can show that such change
of location was not at the request or direction of Xxxxxxx).
4. This agreement shall evidence our discussion concerning Xxxxxxx'x desire for
X. X. Xxxxxxx to become a Director of PGP and shall be an indication of
Xxxxxxx'x commitment to use his best efforts to nominate X. X. Xxxxxxx as a
Director in the event Xxxxxxx is able to nominate 2 individuals to the Board of
Directors of PGP and shall indicate Xxxxxxx'x willingness to serve as a Director
if so elected.
5. The parties agree that the normal rules of construction interpreting
documents against the drafter thereof shall not apply to this agreement since
both parties have been represented by legal counsel with respect to the
negotiation and drafting of this agreement. Provided, further, the parties agree
that this document shall be governed by the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first above written.
WITNESSES: THIRD CAPITAL:
/s/ Indistinguishable
--------------------- Third Capital, LLC
/s/ Indistinguishable
--------------------- By: /s/ X. X. Xxxxxxx
----------------------
X. X. Xxxxxxx
Chief Manager
WITNESSES: XXXXXXX:
/s/ Indistinguishable
--------------------- /s/ Xxxxxxx X. Xxxxxxx
/s/ Indistinguishable -------------------------
--------------------- Xxxxxxx X. Xxxxxxx
