CODE OF VIRGINIA

REDEMPTION (§ 13.1-728.7)

A. If authorized in a corporation’s articles of incorporation or bylaws
before a control share acquisition has occurred, the shares acquired in such
control share acquisition with respect to which no control share acquisition
statement has been filed with the public corporation may, at any time during the
period ending 60 days after the last acquisition of such shares by the acquiring
person, be redeemed by the corporation at the redemption price specified in
subsection C.

B. If authorized in a corporation’s articles of incorporation or bylaws
before a control share acquisition has occurred, shares acquired in such control
share acquisition with respect to which the shareholders have failed to grant
voting rights at a special meeting or, if no special meeting for such purpose
has been convened, at an annual meeting may, at any time during the period
ending 60 days after such meeting, be redeemed by the corporation at the
redemption price specified in subsection C.

C. The redemption price for shares to be redeemed under this section shall be
the number of such shares multiplied by the dollar amount (rounded to the
nearest cent) equal to the average per share price, including any brokerage
commissions, transfer taxes and soliciting dealer’s fees, paid by the
acquiring person for such shares. The corporation may rely conclusively on
public announcements by, or filings with the Securities and Exchange Commission
by, the acquiring person as to the prices so paid.

HISTORY: 1989, c. 14; 2005, c. 765.