                                 CODE OF VIRGINIA

DOMESTICATION (§ 13.1-722.2)

A. By complying with the provisions of this article applicable to foreign
corporations, a foreign corporation may become a domestic corporation if the
domestication is permitted by the organic law of the foreign corporation.

B. By complying with the provisions of this article, a domestic corporation not
required by law to be a domestic corporation may become a foreign corporation
pursuant to a plan of domestication if the domestication is permitted by the
organic law of the foreign corporation resulting from the domestication.

C. The plan of domestication shall include:

   1. The jurisdiction of formation and name of the domesticating corporation;

   2. The name and jurisdiction of formation of the domesticated corporation;

   3. The manner and basis of reclassifying the shares and any rights to acquire
   shares of the domesticating corporation into shares or other securities,
   obligations, rights to acquire shares or other securities, cash, other
   property, or any combination of the foregoing, if any;

   4. If the domesticated corporation will be a domestic corporation, (i) the
   proposed amended and restated articles of incorporation of the domesticated
   corporation that satisfy the requirements of &#xA7; 13.1-619, provided that
   provisions not required to be included in restated articles of incorporation
   may be omitted, and (ii) the proposed bylaws of the domesticated corporation,
   which shall not be included with the articles of domestication delivered to
   the Commission for filing; and

   5. The other terms and conditions of the domestication.

D. In addition to the requirements of subsection C, a plan of domestication may
contain any other provision not prohibited by law.

E. The terms of a plan of domestication may be made dependent upon facts
objectively ascertainable outside the plan in accordance with subsection L of
&#xA7; 13.1-604.

HISTORY: 2001, c. 545; 2002, c. 1; 2012, c. 130; 2019, c. 734.