                                 CODE OF VIRGINIA

PAYMENT (§ 13.1-737)

A. Except as provided in &#xA7; 13.1-738, within 30 days after the form required
by subsection B 2 b of &#xA7; 13.1-734 is due, the corporation shall pay in cash
to those shareholders who complied with subsection A of &#xA7; 13.1-735.1 the
amount the corporation estimates to be the fair value of their shares plus
interest.

B. The payment to each shareholder pursuant to subsection A shall be accompanied
by:

   1. The (i) annual financial statements specified in subsection A of &#xA7;
   13.1-774 of the corporation that issued the shares to be appraised, which
   shall be as of a date ending not more than 16 months before the date of
   payment and shall comply with subsection B of &#xA7; 13.1-774; provided that,
   if such annual financial statements are not available, the corporation shall
   provide reasonably equivalent financial information, and (ii) the latest
   available quarterly financial statements of such corporation, if any;

   2. A statement of the corporation&#8217;s estimate of the fair value of the
   shares, which estimate shall equal or exceed the corporation&#8217;s estimate
   given pursuant to subdivision B 2 c of &#xA7; 13.1-734; and

   3. A statement that shareholders described in subsection A have the right to
   demand further payment under &#xA7; 13.1-739 and that if any such shareholder
   does not do so within the time period specified in subsection B of &#xA7;
   13.1-739, such shareholder shall be deemed to have accepted such payment under
   subsection A in full satisfaction of the corporation&#8217;s obligations under
   this article.

C. A public corporation, or a corporation that ceased to be a public corporation
as a result of the corporate action specified in subsection A of &#xA7;
13.1-730, may fulfill its responsibilities under subdivision B 1 by delivering
the specified financial statements, or otherwise making them available, in any
manner permitted by the applicable rules and regulations of the U.S. Securities
and Exchange Commission if the corporation was a public corporation as of the
date of the specified financial statements.

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; 2012, c. 706; 2019, c. 734.