                                 CODE OF VIRGINIA

CONTROL (§ 8.8A-106)

a. A purchaser has &#8220;control&#8221; of a certificated security in bearer
form if the certificated security is delivered to the purchaser.

b. A purchaser has &#8220;control&#8221; of a certificated security in
registered form if the certificated security is delivered to the purchaser, and:

   1. the certificate is endorsed to the purchaser or in blank by an effective
   endorsement; or

   2. the certificate is registered in the name of the purchaser, upon original
   issue or registration of transfer by the issuer.

c. A purchaser has &#8220;control&#8221; of an uncertificated security if:

   1. the uncertificated security is delivered to the purchaser; or

   2. the issuer has agreed that it will comply with instructions originated by
   the purchaser without further consent by the registered owner.

d. A purchaser has &#8220;control&#8221; of a security entitlement if:

   1. the purchaser becomes the entitlement holder;

   2. the securities intermediary has agreed that it will comply with entitlement
   orders originated by the purchaser without further consent by the entitlement
   holder; or

   3. another person, other than the transferor to the purchaser of an interest
   in the security entitlement:

A. has control of the security entitlement and acknowledges that it has control
on behalf of the purchaser; or

B. obtains control of the security entitlement after having acknowledged that it
will obtain control of the security entitlement on behalf of the purchaser.

e. If an interest in a security entitlement is granted by the entitlement holder
to the entitlement holder&#8217;s own securities intermediary, the securities
intermediary has control.

f. A purchaser who has satisfied the requirements of subsection (c) or (d) has
control even if the registered owner in the case of subsection (c) or the
entitlement holder in the case of subsection (d) retains the right to make
substitutions for the uncertificated security or security entitlement, to
originate instructions or entitlement orders to the issuer or securities
intermediary, or otherwise to deal with the uncertificated security or security
entitlement.

g. An issuer or a securities intermediary may not enter into an agreement of the
kind described in subsection (c) (2) or (d) (2) without the consent of the
registered owner or entitlement holder, but an issuer or a securities
intermediary is not required to enter into such an agreement even though the
registered owner or entitlement holder so directs. An issuer or securities
intermediary that has entered into such an agreement is not required to confirm
the existence of the agreement to another party unless requested to do so by the
registered owner or entitlement holder.

h. A person that has control under this section is not required to acknowledge
that it has control on behalf of a purchaser.

i. If a person acknowledges that it has or will obtain control on behalf of a
purchaser, unless the person otherwise agrees or law other than this Article or
Article 9 otherwise provides, the person does not owe any duty to the purchaser
and is not required to confirm the acknowledgement to any other person.

HISTORY: 1996, c. 216; 2000, c. 1007; 2024, c. 652.