CODE OF VIRGINIA

EFFECT OF ISSUER’S RESTRICTION ON TRANSFER (§ 8.8A-204)

A restriction on transfer of a security imposed by the issuer, even if otherwise
lawful, is ineffective against a person without knowledge of the restriction
unless:

1. the security is certificated and the restriction is noted conspicuously on
the security certificate; or

2. the security is uncertificated and the registered owner has been notified of
the restriction.

HISTORY: 1996, c. 216.