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Wes, Messrs. Jones and Walker, being all of the shareholders of the New Corporation,
• have concurrently with the execution of this 1?ierger Plan approved this Merger Plan and the
Merger contemplated thereby by means of a written consent (the "Consent") executed by each
of them pursuant to subsection (d) of Section 22-603 of the Georgia Business Corporation Code,
which Consent conspicuously and specifically contains a waiver of their respective rights to
. receive the information referred to in subsection (d) (1) of said- Section 22-603 of the Georgia
Business Corporation Code; and
Woes, Messrs. Jones and Walker have also executed a waiver of notice (the "Waiver of
Notice") with respect to any notice to which they might otherwise have been entitled in con- .
nection with their consideration of this Merger Plan and the Merger contemplated hereby which
Waiver of Notice conspicuously and specifically contains a waiver of their respective rights to
receive the information referred to in subsection (d) (1) (i) of Section 22-604 of the Georgia Business
Corporation Code; and
Wx~?s, the Declaration of Trust of Summit per•nits, and the laws of the State of Ohio
do not forbid, Summit to be a pazty to the Merger; and
Wt~es, the Declaration of Trust of IRT, and (thmugh reference pursuant to Section 48-1804
of the Tennessee "Massachusetts Trust Act of 1961") Section 48-906 of the Tennessee General
Corporation Act, permit IRT t_o.be a party to the -Merger; and.
Woes, Section 22-1009 of the Georgia Business Corporation Code permits the New Cor-
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poration to be a pazty to and the Surviving Corporation in the Merger.
Now, T~tHFORE, in order. to accomplish the Merger, to state the terms and conditions thereof.
the mode of carrying the same into effect and the manner of converting or otherwise dealing with
i - the shares of IRT Capital Stock and Summit Capital Stock and the shares ~ of capital stock of - -
the ~'ew Corporation and to state such other details or provisions as aze deemed desirable, the
parties hereto do hereby covenant and agree as follows:
' FIRST: A. IRT ,and -Summit shall be merged with and into the New Corporation, with the Nev
Corporation, IRT and Summit being the Constituent Parties and the New Corporation being the
Surviving Corporation. The Merger shall be consummated by delivering articles of merger
(including this Merger Plan), executed on behalf of IRT, Summit and the New Corporation, in
accordance with the requirements of the Tennessee General Corporation Act and the Georgia
Business Corporation Code, respectively. If the Secretary of State of Georgia issues a certificate
of merger, the Merger shall become effective as of the time - of effectiveness designated in the
aforesaid articles of merger as filed with the Secretary of State of Georgia (which shall be the last
of the filings referred to above), said time being hereinafter referred to as the "Effective Date of
the 'Merger". Prior to the Effective Date of the Merger, there shall be filed in the office of the
Secretary of State of Ohio (pursuant to the provisions of Section 1747.10 of the Ohio Revised Code)
by Summit a verified copy of a resolution duly adopted by its Board of Trustees declaring its _
intention to withdraw from transacting real estate business in the State of Ohio. Or? the Effective
Date of the Merger or as soon as practicable thereafter, the New Corporation shall cause to be
filed in the office of the Secretary of State of Ohio a certified copy of the certificate of merger
issued by the Secretary of State of Georgia (including a certified copy of the Merger Plan). -
B. At the Effective Date of the IVierger.
(1) The Articles of Incorporation of the .New Corporation then in effect shall be and
constitute the Articles of Incorporation of the Surviving Corporation;
(2) The By-Laws of the New Corporation then in effect shall be and constitute the
Bylaws of the Surviving Corporation until the same shall thereafter be altered, amended '
or repealed; and
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