The Fulton Georgia Agreement and Plan of Merger for the conversion of a corporation into a Maryland Real Estate Investment Trust (hereinafter referred to as the "Fulton Agreement") is a legal document outlining the terms and conditions of a merger between a corporation incorporated in Fulton, Georgia, and a Maryland Real Estate Investment Trust (REIT). This agreement is typically used when a corporation decides to convert its structure into a REIT and take advantage of the favorable tax treatment and other benefits associated with REIT status. The Fulton Agreement covers various aspects of the merger, including the conversion process, governance structure, management, and operational framework of the resulting Maryland REIT. It ensures a smooth transition from a traditional corporation to a REIT structure while complying with state and federal regulations. The primary purpose of the Fulton Agreement is to outline the legal and financial provisions necessary for the corporation to convert into a REIT. This includes specifying the exchange ratio, transferring assets and liabilities, determining the rights and obligations of shareholders, and establishing the terms of the new REIT's bylaws and governance. Different types or variations of the Fulton Georgia Agreement and Plan of Merger for the conversion of a corporation into a Maryland REIT may include: 1. Asset Transfer and Conversion Agreement: This type of Fulton Agreement focuses on transferring the corporation's assets to the Maryland REIT while converting the corporation's structure into a REIT. 2. Stock Swap Agreement: In this variation, the Fulton Agreement involves the exchange of stock between the corporation's shareholders and the Maryland REIT, resulting in the shareholders becoming REIT shareholders. 3. Entity Merger Agreement: This type of Fulton Agreement deals with the merger of two separate entities, one being the corporation and the other being an existing Maryland REIT. This allows the corporation to merge with the REIT and automatically assume the REIT's structure and status. 4. Reverse Merger Agreement: In a reverse merger agreement, the Fulton Agreement enables the Maryland REIT to merge with the corporation, resulting in the conversion of the corporation into a REIT. This variation is often used when the REIT wishes to maintain its listing on a stock exchange or when a privately held corporation seeks to become a publicly traded REIT. It's essential to consult with legal professionals experienced in corporate and real estate law when considering the conversion of a corporation into a Maryland REIT. These professionals can provide guidance on the specific type of Fulton Agreement suitable for your requirements and ensure compliance with all legal and regulatory obligations.