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or times on the Effective Date of the Merger or as-soon thereafter as the Exchange Agent
deems convenient. Subject to applicable law, any proceeds from the sale of fractional
• share interests and any amounts held by the Exchange Agent in respect of shares issued
upon the bserger, certificates for which shall not have been surrendered by the expira-
tion of a period of five (5) years after the Effective Date of the Merger, shall be paid over
to the Surviving Corporation. ~ ~
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(d) Until so surrendered, each outstanding certificate which prior to the Effective
Date of the Merger represented shazes of Summit Capital Stock shall be deemed for all
corporate purposes, subject to the other provisions of this paragraph D, and any applicable ~
provisions of Georgia law, to evidence the ownership of the number of whole shares of
Surviving Corporation Immediately Deliverable Shazes into which such shares of Summit
Capital Stock have been so converted. No cash or stock dividend payable, and no cer-
tificate representing shazes deliverable in the event that any stock split shall be declazed, {
to holders of Surviving Corporation Common Stock on or after the Effective Date of the
Merger shall be paid or delivered to the holder of any certificate which prior to such
date represented shares of Summit (`~nital Stock unless and until such certificate is
surrendered to the Exchange Agent for exchange as herein provided, but upon such i
surrender there shall be paid or -delivered to the registered holder of the certificate of
Surviving ^orporation Immediately Deliverable Shares issued in exchange therefor, (i)
the amount of cash (without interest thereon), it any, resulting from the sale by the -
Exchange Agent provided for in pazagraph (3) (c), above, of fractional shaze interests
for the account of such holders and (ii) the amount of cash (without interest thereon).
if any, resulting from any such cash dividends or the tivhole number of shares of Surviving
Corporation Common Stock and the amount of cash (resulting from the sale of any
• fraction of a shaze of Surviving Corporation Common Stock to which such holder might ¢
otherwise have been entitled), if any (without interest thereon), resulting from any such ~
- stock dividends or splits which shall have theretofore become payable or deliverable with
respect to such Surviving Corporation Immediately Deliverable Shares.
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E. Contingency Trust Agreement. On the Effective Date of the Merger, there shall be
established a trust fund (the "Contingency Trust Fund") which. shall be administered by the
trustee thereunder (the "Trustee"), all as more fully. described. and specifically provided in the Con-
tingency Trust Agreement to be entered into by and among the New Corporation, BancOhio/Akron t
National Bank, as Trustee, IRT and Summit, containing terms substantially as set forth in ~
the Proxy Statement, as hereafter defined (the "Contingency Trust Agreement"). As provided
in paragraph D(3) (a) hereof, the 106,078 shares of Surviving Corporation Contingency Trust
Shares shall be delivered by the Surviving Corporation to the Trustee to be held pursuant to
the provisions of the Contingency Trust Agreement. The C~~ntingency Trust Agreement shall be
binding with respect to the disposition of the Surviving Corporation Gontingency Trust Shares
and with respect to all other matters set forth therein. I:, the event that on any date which is on
or before the Effective Date of the l~ierger, the Trustee should have made any reimbursement of
Litigation Costs (to be defined in the Contingency Trust Agreement) from the Surviving Corpo-
ration Contingency Trust Shares (or other principal of the Contingency Trust Fund) pursuant to
the Contingency Trust Agreement if such Agreement were then in effect, the 106,076 shares referred ~
to in this paragraph E, in paragraph D (3) of this Merger Plan. and in the Contingency Trust
Agreement shall be reduced by the number of Surviving Corporation Contingency Trust Shares that
should have been so distributed to provide for such reimbursement.
F. Fuii Satisfaction. Except to the extent otherwise provided under applicable Georgia law,
all shares of Surviving Corporation Common Stock into which shazes of IRT Capital Stock and
Summit Capital Stock shall have been converted pursuant to paragraph D shall be deemed to
have been issued in full satisfaction of all rights pertaining to such converted shares.
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