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AGBEE,I~iENT
• - AND
- PLAN OF IiERGEB - - ,
This Agreement and Plan of 14lerger ("Merger Plan") made and entered into as of the 19th
day of June, 1979 by and among INVESTORS REALTY TRUST, an unincorporated business
association of the type known as a Massachusetts Trust organized under the '`Massachusetts Trust
Act of 1961" of the State of Tennessee pursuant to a Declaration of Trust filed in accordance with
the provisions of Section 48-1801 of the Tennessee Code Annotated ("IRT"), SUMMIT PROP- -
ERTIES, an Ohio real estate investment trust organized pursuant to a Declaration of Trust filed
in accordance with the provisions of Section 1747.03 of the Ohio Revised Code ("Summit"), and
IRT PROPERTY COMPANY, a corporation organized under the laws of the State of Georgia
(sometimes referred to herein as the "New Corporation" or the "Surviving Corporation"). 1RT. -
Summit and the New Corporation are sometimes hereinafter referred to individually as the
"Constituent Party" and collectively as the "Constituent Parties."
Wx~as, Messrs. W. Benjamin Jones III, an officer of IItT, and Howard C. Walker, Jr., an
officer of Summit, have, at the request of their respective trust's boazd of trustees, organized the
New Corporation (which has nominal assets and liabilities) under the laws of the State of Georgia
for the purpose of effecting the Merger contemplated by this Merger Plan, and Messrs. Jones ;
and Walker own all of the outstanding Common Stock of the New Corporation; and a',
R'?s, the authorized capital of IRT consists of 10,000,000 shazes of beneficial interest, S1.00
I~ paz value, (the "II3T Capital Stock") of which 1,578,627 shares have been issued and 1,418,627
i shares aze outstanding (100,000 shazes having previously been issued but subsequently reacquired
! and held in IRT's treasury) as of the date hereof; each shaze of IRT Capital Stock is entitled to
one vale on all matters as to which any shareholder of IRT is entitled to vote; and the number of
shares of 1RT Capital Stock outstanding as of the date hereof is subject to change before the
Effective Date of the ;Merger (as hereinafter defined) by reason of the exercise of options granted
under IRT's Qualified Stock Option Plan (the "Old IRT Options") ; and
WxExEas, the authorized capital of Summit consists of an unlimited number of shares of
beneficial interest, without paz value, (the "Summit Capital Stock") of which 1,543,133 shares
have been issued and 1,543,133 shares aze outstanding as of the date hereof; and each shaze of
Summit Capital Stock is entitled to one vote on all matters as to which any shareholder of Summit
is entitled to vote; • and
Wes, the authorized capital stock of the New Corporation consists of 10,000,000 shares
of Common Stock, par value 51.00 per share, of which two (2) shares of Common Stock have been
issued and aze outstanding as of the date hereof; and each share of the New Corporation's Com-
mon Stock is entitled to one vote on all matters as to which any shareholder of the New
Corporation is entitled Lo vote; and •
Wt~as, the Boards of Trustees of both IRT and Summit and the Board of Directors of the
r New Corporation have each separately approved the merger of the Constituent Parties (the
"Merger") upon the terms and conditions hereinafter set forth, have adopted this Merger Plan
and have directed that this Merger Plan be submitted to a vote of the shareholders of IRT, Summit
• and the New Corporation, respectively; and
Wtn~s, the shazeholders of both IRT and Summit have approved and consented to this 1~ierger
Plan as required by, and in conformity with, their respective Declarations of Trust and the applicable ~
laws of Tennessee and Ohio, respectively; and
BOOK 3~4 racE 1016
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