                                 CODE OF VIRGINIA

MERGER (§ 50-73.48:1)

A. Pursuant to a written plan of merger, a domestic limited partnership that has
filed a certificate of limited partnership with the Commission that is not
canceled may merge with one or more domestic or foreign partnerships, limited
partnerships, limited liability companies, business trusts or corporations if:

   1. The merger is not prohibited by the partnership agreement of any domestic
   limited partnership that is a party to the merger, and each domestic limited
   partnership party to the merger approves the plan of merger in accordance with
   &#xA7; 50-73.48:2 and complies with the terms of its partnership agreement;

   2. Each domestic partnership that is a party to the merger complies with the
   applicable provisions of Article 9 (&#xA7; 50-73.124 et seq.) of Chapter 2.2
   of this title;

   3. Each domestic limited liability company that is a party to the merger
   complies with the applicable provisions of Article 13 (&#xA7; 13.1-1069.1 et
   seq.) of Chapter 12 of Title 13.1;

   4. Each domestic business trust that is a party to the merger complies with
   the applicable provisions of Article 11 (&#xA7; 13.1-1257 et seq.) of Chapter
   14 of Title 13.1;

   5. Each domestic corporation that is a party to the merger complies with the
   applicable provisions of Article 12 (&#xA7; 13.1-715.1 et seq.) of Chapter 9
   of Title 13.1;

   6. The merger is permitted by the laws under which each foreign partnership,
   limited partnership, foreign limited liability company, foreign business
   trust, and foreign corporation party to the merger is formed, organized or
   incorporated, and each such foreign partnership, limited partnership, limited
   liability company, business trust or corporation complies with those laws in
   effecting the merger; and

   7. No partner of a domestic limited partnership that is a party to the merger
   will, as a result of the merger, become personally liable for the liabilities
   or obligations of any other person or entity unless that partner approves the
   plan of merger or otherwise consents to becoming personally liable.

B. The plan of merger shall set forth:

   1. The name of each domestic or foreign limited partnership, limited liability
   company, business trust or corporation planning to merge and the name of the
   surviving domestic or foreign partnership, limited partnership, limited
   liability company, business trust or corporation into which each other
   domestic or foreign partnership, limited partnership, limited liability
   company, business trust or corporation plans to merge;

   2. The name of the state or country under whose law each domestic or foreign
   partnership, limited partnership, limited liability company, business trust or
   corporation planning to merge is formed, organized or incorporated and the
   name of the state or country of formation, organization or incorporation of
   the surviving domestic or foreign partnership, limited partnership, limited
   liability company, business trust or corporation;

   3. The terms and conditions of the merger; and

   4. The manner and basis of converting the partnership interests of each
   domestic partnership or limited partnership, the membership interests of each
   domestic limited liability company, the shares of beneficial interest of each
   domestic business trust, and the shares of each domestic corporation party to
   the merger into partnership interests, membership interests, shares of
   beneficial interest, shares, obligations or other securities of the surviving
   or any other domestic or foreign partnership, limited partnership, limited
   liability company, business trust, or corporation or into cash or other
   property in whole or in part, and the manner and basis of converting rights to
   acquire the partnership interests of each domestic partnership or limited
   partnership, the membership interests of each domestic limited liability
   company, the shares of beneficial interest of each domestic business trust,
   and the shares of each domestic corporation party to the merger into rights to
   acquire partnership interests, membership interests, shares of beneficial
   interest, shares, obligations or other securities of the surviving or any
   other domestic or foreign partnership, limited partnership, limited liability
   company, business trust or corporation or into cash or other property in whole
   or in part.

C. The plan of merger may set forth:

   1. If a domestic limited partnership is to be the surviving entity, amendments
   to the certificate of limited partnership or partnership agreement of that
   limited partnership;

   2. If the merger is not to be effective upon the issuance of the certificate
   of merger described in subsection C of &#xA7; 50-73.48:3 by the Commission,
   the future effective date or time of the merger; and

   3. Other provisions relating to the merger.

HISTORY: 1992, c. 575; 1997, c. 190; 2003, c. 340; 2005, c. 765; 2007, c. 631;
2016, c. 288.