                                 CODE OF VIRGINIA

LIMITATION OF LIABILITY OF MEMBERS AND MANAGERS; EXCEPTION (§ 13.1-1025)

A. In any proceeding brought by or in the right of a limited liability company
or brought by or on behalf of members of the limited liability company, the
damages assessed against a manager or member arising out of a single
transaction, occurrence or course of conduct shall not exceed the lesser of:

   1. The monetary amount, including the elimination of liability, specified in
   writing in the articles of organization or an operating agreement as a
   limitation on or elimination of the liability of the manager or member; or

   2. The greater of (i) $100,000 or (ii) the amount of cash compensation
   received by the manager or member from the limited liability company during
   the twelve months immediately preceding the act or omission for which
   liability was imposed; however, the cash compensation of a manager or member
   shall not be deemed to include amounts constituting distributions for the
   purposes of &#xA7; 13.1-1035.

B. The liability of a manager or member shall not be limited as provided in this
section to the extent otherwise provided in writing in the articles of
organization or an operating agreement, or if the manager or member engaged in
willful misconduct or a knowing violation of the criminal law.

C. No limitation on or elimination of liability adopted pursuant to this section
may be affected by any amendment of the articles of organization or operating
agreement with respect to any act or omission occurring before such amendment.

HISTORY: 1991, c. 168; 1992, c. 574; 2002, c. 288.