                                 CODE OF VIRGINIA

RIGHT TO APPRAISAL (§ 13.1-730)

A. A shareholder is entitled to appraisal rights, and to obtain payment of the
fair value of that shareholder&#8217;s shares, in the event of any of the
following corporate actions:

   1. Consummation of a merger to which the corporation is a party (i) if
   shareholder approval is required for the merger by &#xA7; 13.1-718, or would
   be required but for the provisions of subsection G of &#xA7; 13.1-718, except
   that appraisal rights shall not be available to any shareholder of the
   corporation with respect to shares of any class or series that remain
   outstanding after consummation of the merger or (ii) if the corporation is a
   subsidiary and the merger is governed by &#xA7; 13.1-719;

   2. Consummation of a share exchange in which the corporation is the acquired
   entity, except that appraisal rights shall not be available to any shareholder
   of the corporation with respect to shares of any class or series that are not
   acquired in the share exchange;

   3. Consummation of a disposition of assets pursuant to &#xA7; 13.1-724 if the
   disposition of assets is an interested transaction;

   4. An amendment of the articles of incorporation with respect to a class or
   series of shares that reduces the number of shares of a class or series owned
   by the shareholder to a fraction of a share if the corporation has the
   obligation or right to repurchase the fractional share so created;

   5. Any other merger, share exchange, disposition of assets, or amendment of
   the articles of incorporation, in each case to the extent provided by the
   articles of incorporation, bylaws, or a resolution of the board of directors;

   6. Consummation of a domestication in which a domestic corporation becomes a
   foreign corporation if the shareholder does not receive shares in the foreign
   corporation resulting from the domestication that have terms as favorable to
   the shareholder in all material respects, and represent at least the same
   percentage interest in the total voting rights of the outstanding shares of
   the foreign corporation, as the shares held by the shareholder immediately
   before the domestication; or

   7. Consummation of a conversion to an unincorporated entity pursuant to
   Article 12.2 (&#xA7; 13.1-722.8 et seq.).

B. Notwithstanding subsection A, the availability of appraisal rights under
subdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with
the following provisions:

   1. Appraisal rights shall not be available for the holders of shares of any
   class or series of shares that is:
   				a. A covered security under &#xA7; 18(b)(1)(A) or (B) of the federal
   Securities Act of 1933;
   				b. Traded in an organized market and has at least 2,000 shareholders and a
   market value of at least $20 million, exclusive of the value of such shares
   held by the corporation&#8217;s subsidiaries, senior executives, and directors
   and by any beneficial shareholder or any voting trust beneficial owner owning
   more than 10 percent of such shares; or
   				c. Issued by an open end management investment company registered with the
   U.S. Securities and Exchange Commission under the federal Investment Company
   Act of 1940 and that may be redeemed at the option of the holder at net asset
   value.

   2. The applicability of subdivision 1 shall be determined as of:
   				a. The record date fixed to determine the shareholders entitled to receive
   notice of the meeting of shareholders to act upon the corporate action
   requiring appraisal rights or in the case of an offer made pursuant to
   subsection G of &#xA7; 13.1-718, the date of such offer; or
   				b. The day before the effective date of such corporate action if there is
   no meeting of shareholders and no offer made pursuant to subsection G of
   &#xA7; 13.1-718.

   3. Subdivision 1 shall not be applicable and appraisal rights shall be
   available pursuant to subsection A for the holders of any class or series of
   shares who are required by the terms of the corporate action requiring
   appraisal rights to accept for such shares anything other than cash or shares
   of any class or any series of shares of any corporation, or any other
   proprietary interest of any other entity, that satisfies the standards set
   forth in subdivision 1 at the time the corporate action becomes effective.

   4. Subdivision 1 shall not be applicable and appraisal rights shall be
   available pursuant to subsection A for the holders of any class or series of
   shares where the corporate action is an interested transaction.

C. Notwithstanding any other provision of this section, the articles of
incorporation as originally filed or any amendment to the articles of
incorporation may limit or eliminate appraisal rights for any class or series of
preferred shares, except that (i) no such limitation or elimination shall be
effective if the class or series does not have the right to vote separately as a
voting group, alone or as a part of a group, on the action, and (ii) any such
limitation or elimination contained in an amendment of the articles of
incorporation that limits or eliminates appraisal rights for any of such shares
that are outstanding immediately prior to the effective date of such amendment
or that the corporation is or may be required to issue or sell thereafter
pursuant to any conversion, exchange or other right existing immediately before
the effective date of such amendment shall not apply to any corporate action
that becomes effective within one year after the effective date of such
amendment if such action would otherwise afford appraisal rights.

HISTORY: Code 1950, §§ 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;
1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 1986, c. 540; 1988, c.
442; 1990, c. 229; 1992, c. 575; 1996, c. 246; 1999, c. 288; 2005, c. 765; 2007,
c. 165; 2010, c. 782; 2015, c. 611; 2019, c. 734.