The Hillsborough Florida Agreement and Plan of Merger is a legal document that outlines the process and terms for converting a corporation into a Maryland Real Estate Investment Trust (REIT). This conversion allows the corporation to operate as a REIT, which is a type of company that owns, operates, or finances income-generating real estate. This agreement and plan of merger typically includes the following key information: 1. Parties involved: The document identifies the corporations involved in the merger, including the corporation seeking to convert into a Maryland REIT and any existing Rests involved in the process. 2. Intent and purpose: It outlines the intention of the parties to convert the corporation into a REIT and highlights the benefits and advantages that are expected from this conversion. 3. Terms of the merger: The agreement specifies the terms, conditions, and procedures that need to be followed throughout the conversion process. This includes details on stock exchanges, asset transfers, and any necessary approvals from shareholders, board members, or regulatory authorities. 4. Assets and liabilities: The agreement addresses how the assets and liabilities of the corporation will be handled during and after the conversion. This may entail transferring ownership or changing the structure and management of the corporation's real estate holdings. 5. Corporate governance: The document discusses the governance structure of the resulting Maryland REIT, including the composition of the board of trustees, voting rights, and any other relevant corporate governance considerations. 6. Tax considerations: It provides information on the tax implications and benefits associated with the conversion, as Rests enjoy certain tax advantages, such as tax-exempt status on their income distributions. 7. Closing conditions: The agreement outlines the conditions that need to be met before the conversion can be finalized, ensuring that all legal requirements and regulatory obligations are satisfied. It is important to note that the specific details and provisions of the Hillsborough Florida Agreement and Plan of Merger for conversion into Maryland REIT may vary depending on the unique circumstances of each transaction. Therefore, it is recommended to consult legal professionals experienced in real estate and corporate law to ensure compliance and accuracy throughout the process.