                                 CODE OF VIRGINIA

ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL OWNERS (§ 13.1-731)

A. A record shareholder may assert appraisal rights as to fewer than all the
shares registered in the record shareholder&#8217;s name but owned by a
beneficial shareholder or a voting trust beneficial owner only if the record
shareholder objects with respect to all shares of the class or series owned by
the beneficial shareholder or the voting trust beneficial owner and notifies the
corporation in writing of the name and address of each beneficial shareholder or
voting trust beneficial owner on whose behalf appraisal rights are being
asserted. The rights of a record shareholder who asserts appraisal rights for
only part of the shares held of record in the record shareholder&#8217;s name
under this subsection shall be determined as if the shares as to which the
record shareholder objects and the record shareholder&#8217;s other shares were
registered in the names of different record shareholders.

B. A beneficial shareholder or a voting trust beneficial owner may assert
appraisal rights as to shares of any class or series held on behalf of the
shareholder only if such shareholder:

   1. Submits to the corporation the record shareholder&#8217;s written consent
   to the assertion of such rights no later than the date referred to in
   subdivision B 2 b of &#xA7; 13.1-734; and

   2. Does so with respect to all shares of the class or series that are
   beneficially owned by the beneficial shareholder or the voting trust
   beneficial owner.

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; 2005, c. 765; 2019, c.
734.