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- ~ G. Cessation of Rights Upon Conversion. Upon the Effective Date of the Merger, the holders .
of certificates representing shazes of IRT Capital Stock and Summit Capital Stock outstanding
. at such time shall cease to have any rights with respect to such stock and their sole rights shall
be with respect to the Surviving Corporation Common Stock (and, in the case of the holders of
Summit Capital Stock, as beneficiaries under the Contingency Trust Agreement) into which
their shazes of IRT Capital Stock and Summit Capital Stock have been converted by the Merger
as herein provided; provided, however, -that nothing in this paragraph G hereof shall limit the
right of any such holder to indemnification from the Surviving Corporation, to the extent as-
sumed by the Surviving Corporation pursuant to paragraph I hereof, for any obligations of IRT
or Summit, as the case .may be, incurred by such holder solely in his capacity as a shareholder
of IRT or Summit. -
H. IRT Qualified Stock Option Plan. Upon the consummation of the Merger, IRT's rights
and obligations under each of the Old IRT Options granted under IRT's Qualified Stock Option
Plan which is outstanding immediately prior to the Effective Date of the Merger, shall be
assumed by the Surviving Corporation, m and by which assumption the optionee thereunder shall
be entitled to purchase from the Surviving Corporation one (1) shaze of Surviving Corporation
~.ommon aeocx for eacn snaie oz ini ~aptia? ~iocis wiucn was inerei.oio;e auojeci iu -iiic iJiu
IRT ,Option. Each Old IRT Option so assumed shall constitute upon consummation of the Merger -
a continuation of such option, substituting the Surviving Corporation for IRT and substituting
employment by the Surviving Corporation for employment by IRT. Otherwise, all the terms and
provisions of each Old IRT Option so assumed shall be the same as, and shall continue all the
terms and provisions of, each Old IRT Option, including, but not limited to, the times when each -
Old IRT Option so assumed may be exercised in relation to the date of the original granting of
such option, it being the intent of this paragraph H that each of the Old IRT Options so assumed
shall continue to qualify as a "qualified stock option" to the extent permitted by the Internal
Revenue Code of 1954, as amended. -
I. Assumption of Indemnification. Without limiting in any way the generality of any other
provision of this Merger Plan, from and after the Effective Date of the Merger, the Surviving 4
. Corporation shall assume and be liable for all of the obligations of IRT and Summit under their
respective Declarations of Trust, to indemnify their respective Trustees, officers and share-
holders to the same extent as IRT and Summit, respectively, would have been obligated there-
under, including, without limitation, indemnification for claims which Wray be made against
such Trustees, officers and/or shazeholders subsequent to the Effective Date of thel+ierger which
arise out of events occurring on or prior to the Effective Date of the Merger; provided, however,
that the Surviving Corporation shall not assume any obligation that might exist to indemnify
any person on account of any claim or liability arising from or in connection with any untrue
statement (or failure to state a material fact required to be stated or necessary to make other `
statements made by such person not misleading) knowingly (or which with the exercise of due
diligence such person should have known was untrue) made by such person in connection with
or arising out of the preparation and/or distribution of the Joint Proxy Statement (the "Proxy
Statement") or Registration Statement filed with the Securities and Exchange Commission in -
connection with the transactions contemplated by this Merger Plan.
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SECOND: Any of the terms or conditions of this Merger Plan may be waived at any time by f
whichever of the Constituent Parties is, or the shareholders of which aze, entitled to the benefit
thereof, by action taken by the Boazd of Directors or -Board of Trustees of such Constituent Party, -
a5 the case may be, or may be amended or modified in whole or th any part at any time by an
agreement in writing authorized by the Boazd of Directors of the New Corporation and the Boards # i
of Trustees of IRT and Summit; provided, however, that no such amendment or modification or ~
waiver after approval by the shazeholders of IRT or Summit shall affect the rights of such share-
holders in a manner which is materially adverse to them in the judgment of the Board of Directors
of the New Corporation or the Board of Trustees of IRT or Summit, respectively.
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