Title: New Hampshire Agreement and Plan of Merger for Conversion of Corporation into Maryland Real Estate Investment Trust Introduction: The New Hampshire Agreement and Plan of Merger for Conversion of Corporation into Maryland Real Estate Investment Trust is a legal documentation that outlines the process and terms to convert a corporation based in New Hampshire into a Maryland Real Estate Investment Trust (REIT). This conversion allows the corporation to take advantage of the many benefits and opportunities offered by the Maryland REIT structure. This detailed description will delve into the key aspects of this agreement and the different types of New Hampshire Agreement and Plan of Merger for conversion into a Maryland REIT. 1. Purpose of the Agreement: The New Hampshire Agreement and Plan of Merger for Conversion of Corporation into Maryland Real Estate Investment Trust serves as a roadmap for executing the conversion, ensuring compliance with legal requirements, and protecting the rights and interests of all involved parties. It lays down the terms and conditions under which the corporation will be converted into a Maryland REIT. 2. Conversion Process: The agreement details the step-by-step process required to convert the corporation. This includes obtaining necessary approvals from corporate stakeholders, meeting legal and regulatory requirements, and executing all necessary documents to effectuate the merger. 3. Key Terms and Conditions: The agreement specifies important terms and conditions pertaining to the conversion, such as the transfer of assets and liabilities, treatment of shareholders' equity interests, and the rights and obligations of the converted Maryland REIT. It also defines the role of the board of directors and outlines the governance structure post-conversion. 4. Required Approvals: The agreement identifies the necessary approvals and consents required to effectuate the conversion, including obtaining consent from the New Hampshire Secretary of State, shareholders, and potentially creditors or lenders, as applicable. 5. Dissenters' Rights: In cases where shareholders do not agree with the conversion, provisions related to dissenters' rights may be included in the agreement. These provisions outline the options available to dissenting shareholders, such as buying back their shares at fair value or exercising appraisal rights. Various Types of New Hampshire Agreement and Plan of Merger for Conversion of Corporation into Maryland REIT may include: 1. Statutory Conversion Agreement: This type of agreement involves converting a corporation into a Maryland REIT through a simplified statutory process, allowing for a smoother transition and fewer formalities. 2. Triangular Merger Agreement: In this type of agreement, a separate merger subsidiary is formed in Maryland to facilitate the conversion. The corporation is merged with the subsidiary, thereby achieving the conversion into a Maryland REIT. 3. Exchange of Shares Agreement: This agreement involves the exchange of the corporation's shares for shares of a Maryland REIT. It outlines the share exchange ratio, the treatment of equity interests, and other relevant terms. In conclusion, the New Hampshire Agreement and Plan of Merger for Conversion of Corporation into Maryland Real Estate Investment Trust is a crucial legal document that governs the conversion process. Understanding the specific type of agreement required and its terms and conditions is vital for successfully converting a New Hampshire corporation into a Maryland REIT.