(4) Transfer of assets by a corporation to one or more persons if all of the
equity interests of the person or persons are owned, directly or indirectly, by the
corporation.

(b) A transaction described in subsection (a) of this section also may be
effected as otherwise provided in this subtitle.

8-203.

(a) A real estate investment trust may provide by its declaration of trust:

(1) That any specified class of shares is preferred over another class as to
its distributive share of the assets on voluntary or involuntary liquidation of the real
estate investment trust and the amount of the preference;

(2) That any specified class of shares may be redeemed at the option of
the real estate investment trust or of the holders of the shares and the terms and
conditions of redemption, including the time and price of redemption;

(3) That any specified class of shares is convertible into shares of one or
more other classes and the terms and conditions of conversion;

(4) That the holders of any specified securities issued or to be issued by
the real estate investment trust have any voting or other rights which, by law, are or
may be conferred on shareholders;

(5) For any other preferences, rights, restrictions, including restrictions
on transferability OR OWNERSHIP designed to permit the real estate investment trust
to qualify under the Internal Revenue Code or regulations adopted under the Code or
for any other purpose, and qualifications not inconsistent with law;

(6) That the board of trustees may classify or reclassify any unissued
shares from time to time by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or distributions,
qualifications, or terms or conditions of redemption of the shares; and

(7) That" the board of trustees may amend the declaration of trust to
increase or decrease the aggregate number of shares or the number of shares of any
class that the trust has authority to issue.

(c) (1) In this subsection, "facts" includes:

(I) [the] THE occurrence of any event, including a determination or
action by any person or body, including the real estate investment trust; AND

(II) THE CONTENTS OF ANY AGREEMENT TO WHICH THE REAL
ESTATE INVESTMENT TRUST IS A PARTY OR ANY OTHER DOCUMENT.

(2) Any of the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or distributions, qualifications, or terms or
conditions of redemption of any class or series of shares may be made dependent upon
facts ascertainable outside the declaration of trust and may vary among holders of the
shares, provided that the manner in which such facts or variations will operate upon