EXHIBIT 7.6
REVOCATION OF OPTION AND PROXY AGREEMENT
THIS REVOCATION OF OPTION AND PROXY AGREEMENT (this "Agreement") is
made as of February 2, 1999 by and among Turkey Vulture Fund XIII, Ltd., an
Ohio limited liability company (the "Fund"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"),
Third Capital, LLC, a Tennessee limited liability company ("Third Capital"),
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), being
sometimes collectively referred to as the "Parties."
RECITALS
▇. ▇▇▇▇▇▇▇ is the sole Manager of the Fund. ▇▇▇▇▇▇▇ is the chief
manager of Third Capital and ▇▇▇▇▇▇▇ and ▇▇▇▇▇ are the only members of Third
Capital.
B. The Fund owns 793,700 shares (the "Shares") of common stock,
par value $0.001 per share (the "Common Stock") of TIS Mortgage Investment
Company, a Maryland corporation ("TIS").
C. On March 16, 1998, the Fund granted to Third Capital the right
to purchase 760,000 of the Shares (the "Option"). Concurrently with the
grant of the Option, the Fund executed an irrevocable proxy granting ▇▇▇▇▇▇▇,
or in his absence, ▇▇▇▇▇, the right to vote 760,000 of the Shares for the
election of individuals to serve as directors of TIS (the "Proxy").
D. Concurrently with the execution of this Agreement, the Parties
have entered into an agreement with TIS whereby the Fund will sell all of the
793,700 Shares to TIS (the "TIS Agreement").
E. The Parties desire to enter into an agreement whereby the Proxy
will be revoked, the Option will be terminated and none of the Parties will
have any rights under the Proxy or the Option as of the Closing (as that term
is defined in the TIS Agreement).
NOW, THEREFORE, in consideration of the mutual promises and subject to
the terms and conditions herein set forth, the Parties agree as follows:
1. Third Capital, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ represent and warrant to the
Fund that as of the date hereof and as of the Closing (as that term is
defined in the TIS Agreement) that none of them have, or will have, assigned
or transferred the Proxy or the Option or any interest therein or rights
thereto to any person or entity.
2. Without any further actions by the Parties, concurrently with the
Closing (as that term is defined in the TIS Agreement) and payment
Page 25 of 27 Pages
for the Shares pursuant to the terms of the TIS Agreement, the Proxy will be
revoked and relinquished, the Option will be terminated and neither will be
valid or enforceable.
3. (a) Any of the terms or conditions of this Agreement may be
waived at any time by the Party or Parties entitled to the benefit thereof
but only by a written notice signed by the Party or Parties waiving such
terms or conditions.
(b) This Agreement may be amended, supplemented or
interpreted at any time only by written instrument duly executed by each of
the Parties hereto.
(c) This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Ohio, without regard to the laws as
to the choice or conflict of laws.
(d) This Agreement supersedes all prior negotiations and
understandings of any kind with respect to the subject matter hereof and
contains all of the terms and provisions of agreement between the Parties
hereto with respect to the subject matter hereof.
(e) The individuals executing this Agreement on behalf of
the Fund and Third Capital are duly authorized to execute this Agreement and
have full authority to bind the Fund and Third Capital.
(f) This Agreement shall be binding upon, and inure to the
benefit of, the Parties and their respective successors and all other
parties succeeding to the rights or obligations of the Parties, and each of
them. None of the rights or obligations of any of the Parties hereto may be
assigned without the prior written consent of the other parties hereto.
(g) This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument,
provided that this Agreement shall not be effective until each party has
delivered its counterpart to each other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.
TURKEY VULTURE FUND XIII, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
Page 26 of 27 Pages
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually
THIRD CAPITAL, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Manager
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
Page 27 of 27 Pages
