                                 CODE OF VIRGINIA

ISSUER (§ 8.8A-201)

a. With respect to an obligation on or a defense to a security, an
&#8220;issuer&#8221; includes a person that:

   1. places or authorizes the placing of its name on a security certificate,
   other than as authenticating trustee, registrar, transfer agent, or the like,
   to evidence a share, participation, or other interest in its property or in an
   enterprise, or to evidence its duty to perform an obligation represented by
   the certificate;

   2. creates a share, participation, or other interest in its property or in an
   enterprise, or undertakes an obligation, that is an uncertificated security;

   3. directly or indirectly creates a fractional interest in its rights or
   property, if the fractional interest is represented by a security certificate;
   or

   4. becomes responsible for, or in place of, another person described as an
   issuer in this section.

b. With respect to an obligation on or defense to a security, a guarantor is an
issuer to the extent of its guaranty, whether or not its obligation is noted on
a security certificate.

c. With respect to a registration of a transfer, issuer means a person on whose
behalf transfer books are maintained.

HISTORY: 1996, c. 216.