                                 CODE OF VIRGINIA

RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES (§ 13.1-649)

A. The articles of incorporation, the bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions
on the transfer or registration of transfer of shares of the corporation. A
restriction does not affect shares issued before the restriction was adopted
unless the holders of the shares are parties to the restriction agreement or
voted in favor of the restriction.

B. A restriction on the transfer or registration of transfer of shares is valid
and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by subsection B of &#xA7; 13.1-648. Unless so
noted or contained, a restriction is not enforceable against a person without
knowledge of the restriction.

C. A restriction on the transfer or registration of transfer of shares is
authorized:

   1. To maintain the corporation&#8217;s status when it is dependent on the
   number or identity of its shareholders;

   2. To preserve exemptions under federal or state securities law; or

   3. For any other reasonable purpose.

D. A restriction on the transfer or registration of transfer of shares may:

   1. Obligate the shareholder first to offer the corporation or other persons
   (separately, consecutively, or simultaneously) an opportunity to acquire the
   restricted shares;

   2. Obligate the corporation or other persons (separately, consecutively, or
   simultaneously) to acquire the restricted shares;

   3. Require the corporation, the holders of any class or series of its shares,
   or other persons to approve the transfer of the restricted shares, if the
   requirement is not manifestly unreasonable; or

   4. Prohibit the transfer of the restricted shares to designated persons or
   classes of persons, if the prohibition is not manifestly unreasonable.

E. For purposes of this section, &#8220;shares&#8221; includes any warrants,
rights, or options to acquire any shares or any security or other obligation of
the corporation convertible into or carrying a right to subscribe for or acquire
any such shares or warrants, rights, or options to acquire any such shares.

HISTORY: 1985, c. 522; 2005, c. 765; 2015, c. 611; 2019, c. 734.