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D. Conversion of Shares in the Merger. The manner and basis of cancelling the outstanding
shares of Common Stock of the New Corporation and of converting the shazes of IRT Capital
. Stock and Summit Capital Stock into shares of Common Stock of the Surviving Corporation
("Surviving Corporation Common Stock's shall be as follows:
(1) Cancellation of Outstanding Shares of Common Stock of the New Corporation. On
the Effective Date of the Merger, the two- shazes of Common Stock of the New Corporation
owned by ~or for the .account of Messrs. W, Benjamin Jones III and Iiowazd C. Walker, Jr.
immediately prior ~to the Effective Date 'of the Merger shall be repurchased by the Surviving
Corporation for 5250 per share and such shares shall be cancelled and retired, all rights in
respect thereof shall cease and the capital of the Surviving Corporation shall be reduced by
the 5500 of capital applicable to such shazes.
(2) Conversion and Exchange of Shares of IRT Capital Stock.
(a) Each shaze of IRT Capital Stock issued and outstanding at the Effective Date of
the Merger (including 58,500 shazes of IRT Capital Stock held in the treasury of IRT and
excluding the remaining shazes, if any, held in the treasury of IRT and all shares, if any,
owned by Summit or the New Corporation, all of which shall cease to exist and ~ be can-
celled on the Effective Date of the Merger) shall, by virtue of the Merger, and without
the surrender of share certificates or any other action_ on the pazt of the holder thereof,
be converted into and be deemed to become one (1) fully paid and nonassessable share
of Surviving Corporation Common Stock. Outstanding certificates representing shares of
IRT Capital Stock shall thenceforth represent the same number of shares of Surviving
Corporation Common Stock, and the holder thereof shall have the same rights which
he would have had if such certificates had been issued by the Surviving Corporation.
~ ~ (b) The stock transfer books of IRT shall be permanently closed at the Effective Date -
' of the Merger, and from and after the Effective Date of -the Merger each holder of record
~ as of the Effective Date of the Merger of a certificate representing outstanding shares of
IRT Capital Stock may, but shall not be required to, surrender such certificate or certifi-
ca~es to the Surviving Corporation and, upon such surrender, such holder shall be entitled to
receive a certificate or certificates issued by the Surviving Corporation for the number of
shares of Surviving Corporation Common Stock represented by the surrendered certificate or
certificates; provided, however; that it shall be a condition of any such issuance that .
each certificate so surrendered shall be properly endorsed or otherwise in proper form
for transfer and that the person requesting such issuance shall pay to the Surviving Cor-
poration or its transfer agent any transfer or other taxes required by reason of the
issuance of any certificates representing Surviving Corporation Common Stock in a name
other than that of the registered holder of the certificate or certificates surrendered, or
establish to the satisfaction of the Surviving Corporation or its transfer agent that such
tax has been paid or is not applicable. The Surviving Corporation shall be entitled to
rely upon the stock records of IRT as to the ownership of the shares of IRT Capital Stock
at the Effective Date of the Merger. Until so surrendered, each outstanding certificate
which, immediately prior to the Effective Date of the Merger, evidenced shares of IRT
Capital Stock shall be deemed, for all corporate purposes, to evidence the ownership of
the number of full shares of Surviving Corporation Common Stock into which the shares
of IRT Capital Stock represented by such certificate shall have been converted as aforesaid.
(3) Conversion and Exchange of Shares of Summit Capital Stock. Subject in each case
to the provisions of paragraph E:
(a) The 1,543,233 shazes of Summit Capital Stock issued and outstanding at the
Effective Date of the Merger (which excludes any shares held in the treasury of Summit,
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8314 P~~.019
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