Exhibit 7.1
THIRD CAPITAL, LLC
NINTH FLOOR
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FAX: ▇▇▇.▇▇▇.▇▇▇▇
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Agreement Re: Investment in Major Realty Corp.
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This Agreement dated as of December 1, 1997, is executed by and between Third
Capital, LLC ("Third Capital") and PAG Parnters, L. P. ("PAG") regarding the
acquisition of an investment position in Major Realty Corp., a publicly traded
corporation (the "Company").
NOW THEREFORE, in consideration of good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
1. To the extent that PAG, either directly or indirectly through one or more
of its affiliated entities makes an investment in the Company, through the
purchase of stock in the Company or otherwise, then PAG shall pay Third Capital:
(i) an amount equal to two percent (2%) of PAG's investment in the Company; such
amount to be paid immediately as the Company's stock is acquired by PAG, and
(ii) an amount equal to twenty percent (20%) of the profits, if any, PAG
realizes on such investment after PAG has received a nine percent (9%) annual,
non-compounded preferential return on such investment.
For purposes of subparagraph (i) above, the amount of PAG's investment shall be
determined by the aggregate amount of cash paid and/or the fair market value of
other consideration given, in exchange for securities of the Company.
2. PAG shall pay Third Capital any and all direct costs incurred by Third
Capital in assisting PAG with the evaluation, negotiation or closing of an
investment in the Company, provided, however, the aggregate amount of such costs
shall not exceed $5,000.00 without the express written consent of PAG; such
amounts to be paid immediately as Third Capital incurs such direct costs.
3. PAG hereby grants to Third Capital the right to acquire 100 shares of the
Company at a price equal to $1.00 per share; such right to expire on January 1,
1999, unless Third Capital purchases such shares from PAG prior to such date.
4. The term of this agreement shall be for a period of 1 year from the date
hereof and shall survive thereafter until such time as PAG no longer has an
investment in the Company.
5. The parties agree that the normal rules of construction interpreting
documents against the drafter thereof shall not apply to this agreement.
Provided, further, the parties agree that this document shall be governed by the
laws of the State of Tennessee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date indicated above.
PAG Partners, L. P., a Tennessee limited
partnership
By: PAG Corp, a Tennessee corporation
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Its General Partner
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇, President
Attest: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇, Secretary
THIRD CAPITAL, LLC, a Tennessee limited
liability company
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇, Chief Manager
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
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