Exhibit 7.6
June 3, 1997
Xxxxxxx X. Xxxxxxx
Turkey Vulture Fund XIII, Ltd.
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Re: Agreement, Proxy and Limited Power of Attorney
Dear Xx. Xxxxxxx:
In consideration of the purchase by Turkey Vulture Fund XIII, Ltd. ("TVF")
of 1,183,556 shares of preferred stock (the "Shares") in Meridian Point Realty
Trust VIII Co. ("Meridian"), we hereby agree as follows:
1. We hereby represent and warrant that we shall immediately deliver to
TVF, by overnight courier at the address set forth above and at the sole
expense of TVF, any and all proxies and related materials that we receive from
or with respect to Meridian.
2. We hereby represent and warrant that we were the holders of record of
the Shares on May 16, 1997 (the "Record Date") and that we are duly authorized,
and have full legal right, to vote the Shares and to enter into this agreement.
3. We hereby grant to TVF an irrevocable proxy to vote, or to execute
and deliver written consents or otherwise act with respect to, all of the
Shares at the 1997 annual meeting of stockholders of Meridian, or any
adjournment thereof, to the same extent as we might or could do if we were
present and voting such Shares at such annual meeting.
2
Xx. Xxxxxxx X. Xxxxxxx
Turkey Vulture Fund XIII, Ltd.
June 6, 1997
Page Two
4. We hereby irrevocably constitute and appoint Xxxxxxx X. Xxxxxxx and
Xxxxxxxxxxx X. Xxxxxxx, and each of them, with full power of substitution and
re-substitution, as our true and lawful agent, proxy and attorney-in-fact, and
empower and authorize such attorney, in our name, place and stead, to execute,
deliver and do any and all acts necessary or desirable in connection with any
and all proxies received and delivered by us to TVF hereunder with respect to
matters to be voted on by the stockholders of Meridian at such annual meeting.
Very truly yours,
MBTA Retirement Fund
By: Xxxx X. Xxxxxxxx Xx.
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Its: Executive Director
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