                                 CODE OF VIRGINIA

NOTICE OF INTENT TO DEMAND PAYMENT (§ 13.1-733)

A. If a corporate action specified in subsection A of § 13.1-730 is submitted
to a vote at a shareholders&#8217; meeting, a shareholder who wishes to assert
appraisal rights with respect to any class or series of shares:

   1. Must deliver to the corporation&#8217;s secretary before the vote is taken
   written notice of the shareholder&#8217;s intent to demand payment if the
   proposed action is effectuated; and

   2. Must not vote, or cause or permit to be voted, any shares of such class or
   series in favor of the proposed action.

B. If a corporate action specified in subsection A of § 13.1-730 is to be
approved by shareholders by written consent, a shareholder who wishes to assert
appraisal rights with respect to any class or series of shares:

   1. Shall deliver to the corporation&#8217;s secretary before the proposed
   action becomes effective written notice of the shareholder&#8217;s intent to
   demand payment if the proposed action is effectuated, except that such written
   notice is not required if the notice required by subsection C of &#xA7;
   13.1-732 is given less than 25 days prior to the date such proposed action is
   effectuated; and

   2. Shall not sign a consent in favor of the proposed action with respect to
   that class or series of shares.

C. If a corporate action specified in subsection A of &#xA7; 13.1-730 does not
require shareholder approval pursuant to subsection G of &#xA7; 13.1-718, a
shareholder who wishes to assert appraisal rights with respect to any class or
series of shares (i) shall deliver to the secretary of the corporation before
the shares are purchased pursuant to the offer written notice of the
shareholder&#8217;s intent to demand payment if the proposed action is
effectuated; and (ii) shall not tender, or cause or permit to be tendered, any
shares of such class or series in response to such offer.

D. A shareholder who fails to satisfy the requirements of subsection A, B, or C
is not entitled to payment under this article.

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; 2007, c.
165; 2010, c. 782; 2015, c. 611; 2019, c. 734.