EXHIBIT 2
INTERESTED PARTY AGREEMENT
This agreement (the "Agreement") is made as of this 29th day of December,
2000 by and among Glenborough Realty Trust Incorporated, a Maryland corporation
("GLB"), Xxxxxxxxx Xxxxxx ("Xxxxxx"), Xxxxxx Xxxxxxxxx, ("Xxxxxxxxx"), (Xxxxxx
and Xxxxxxxxx are also sometimes referred to herein as the "Interested
Parties"), each of which Interested Parties is required to execute this
Agreement pursuant to Section 4 of that certain Second Amendment dated November
30, 2000 (the "Second Amendment") to that certain Purchase Agreement dated
September 25, 2000 ("Purchase Agreement") by and among Xxxx Gardens, LLC, a
Nevada limited liability company ("Buyer") and Glenborough Properties, L.P.,
Xxxxx Xxxxxx LLC, GLB Chase On Commonwealth, L.P., GLP Courtyard, L.P., GLB
Farmhurst, L.P., GLB The Oaks, L.P., GLB Sharonridge - Phase I, Limited
Partnership, GLB Sharonridge - Phase II, Limited Partnership, GLB Xxxxxxxx Xxxx,
L.P., Glenborough Fund V, Limited Partnership, Glenborough Fund VI, LLC and
Glenborough Fund X, Limited Partnership (collectively, the "Transferors") as
amended through and including the Fourth Amendment, dated December 22, 2000.
RECITALS
WHEREAS, pursuant to Section 4 of the Second Amendment and in addition to
Buyer's delivery obligations under Section 6(e) of the Purchase Agreement, Buyer
is obligated, as a condition precedent to the closing of the transactions
contemplated in the Purchase Agreement (the "Closing"), to deliver to the
Transferors this Agreement;
WHEREAS, pursuant to Section 5(b) of the Purchase Agreement as amended, GLB
and the Transferors' acceptance of this Agreement from Buyer is a condition
precedent to Transferors' obligations at the Closing of the transaction
contemplated by the Purchase Agreement; and
WHEREAS, this Agreement shall be effective as of the Closing;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, each of the Interested Parties and GLB hereby agree
as follows:
1. For a period of five (5) years after the Closing, each of the
Interested Parties shall refrain, and require their respective Affiliates (as
defined in the Purchase Agreement) to refrain, from acquiring, other than in a
Permitted Transaction (as defined below), any of the equity securites of GLB
without the consent of GLB.
2. For the purposes hereof, a "Permitted Transaction" shall mean (i) any
acquisition of equity securities of GLB by such Interested Parties, or their
respective Affiliates, consented to in writing by GLB, (ii) any transaction
pursuant to which such Interested Parties, or their respective Affiliates,
receive equity securities of GLB in connection with any merger, consolidation,
reorganization, dividend or distribution relating to the securities of any
entity other than GLB or relating to any securities of GLB or its Affiliates now
held by such Interested Parties, or their respective Affiliates, provided that
any such equity securities of GLB received
INTERESTED PARTY AGREEMENT 1
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represent a minor portion of the total assets involved in such transaction(s)
and that such transaction(s) are not entered into with an intent to avoid the
restrictions contained in this Agreement, (iii) any transfer by operation of law
or by will, (iv) any acquisition deemed to occur by virtue of appointment or
succession to an office or position as a fiduciary or as a member of the Board
of Directors or governing body of any entity or (v) any acquisition by the
Interested Parties for their own personal investment accounts of equity
securities of GLB or its Affiliates, provided that such personal acquisition
shall not result in such Interested Party holding, directly or indirectly, any
legal or beneficial interest in more than thirty thousand (30,000) shares of
equity securities of GLB or its Affiliates at any one time. The covenants of the
parties set forth herein are for the exclusive benefit of such parties and are
not intended to, and shall not, convey any benefit upon any third party, nor
shall any third party have the right to enforce or seek to enforce any of the
obligations set forth herein.
3. The covenants of the parties set forth herein are for the exclusive
benefit of such parties and are not intended to, and shall not, convey any
benefit upon any third party, nor shall any third party have the right to
enforce or seek to enforce any of the obligations set forth herein.
4. Each of the parties hereto represents to the other that it has all
requisite power and authority to enter into, and perform its obligations under,
this Agreement.
5. This Agreement sets forth the entire agreement and understanding of the
parties with regard to the subject matter hereto and supersedes any prior
agreements or understandings, written or oral, with respect thereto. This
Agreement may not be amended except by a written agreement signed by the party
against whom enforcement shall be sought. Neither this Agreement, nor any right
or obligation hereunder, may be assigned in whole or in part by any party hereto
without the prior written consent of the other. This Agreement shall benefit
and bind the parties hereto and their respective successors and permitted
assigns. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of California (without regard to any such laws
pertaining to conflicts of laws) applicable to contracts executed and performed
within such state by residents thereof. This Agreement may be executed and
delivered by facsimile transmission and in one or more counterparts, each of
which shall constitute an original and all of which shall constitute one and the
same instrument. Whenever in this Agreement the singular number is used, the
same shall include the plural wherever appropriate (and vice versa), and words
of any gender shall include each other gender where appropriate.
INTERESTED PARTY AGREEMENT 2
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
GLB:
Glenborough Realty Trust Incorporated
By:
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Print Name:
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Title:
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INTERESTED PARTIES:
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Xxxxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxxx
INTERESTED PARTY AGREEMENT 3
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