                                 CODE OF VIRGINIA

PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER (§ 13.1-739)

A. A shareholder paid pursuant to &#xA7; 13.1-737 who is dissatisfied with the
amount of the payment must notify the corporation&#8217;s secretary in writing
of that shareholder&#8217;s estimate of the fair value of the shares and demand
payment of that estimate plus interest, less any payment under &#xA7; 13.1-737.
A shareholder offered payment under &#xA7; 13.1-738 who is dissatisfied with
that offer must reject the offer and demand payment of the shareholder&#8217;s
stated estimate of the fair value of the shares plus interest.

B. A shareholder who fails to notify the corporation&#8217;s secretary in
writing of that shareholder&#8217;s demand to be paid the shareholder&#8217;s
stated estimate of the fair value plus interest under subsection A within 30
days after receiving the corporation&#8217;s payment or offer of payment under
&#xA7; 13.1-737 or 13.1-738, respectively, waives the right to demand payment
under this section and shall be entitled only to the payment made or offered
pursuant to those respective sections.

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.