                                 CODE OF VIRGINIA

APPLICABILITY; CHOICE OF LAW (§ 8.8A-110)

a. The local law of the issuer&#8217;s jurisdiction, as specified in subsection
(d), governs:

   1. the validity of a security;

   2. the rights and duties of the issuer with respect to registration of
   transfer;

   3. the effectiveness of registration of transfer by the issuer;

   4. whether the issuer owes any duties to an adverse claimant to a security;
   and

   5. whether an adverse claim can be asserted against a person to whom transfer
   of a certificated or uncertificated security is registered or a person who
   obtains control of an uncertificated security.

b. The local law of the securities intermediary&#8217;s jurisdiction, as
specified in subsection (e), governs:

   1. acquisition of a security entitlement from the securities intermediary;

   2. the rights and duties of the securities intermediary and entitlement holder
   arising out of a security entitlement;

   3. whether the securities intermediary owes any duties to an adverse claimant
   to a security entitlement; and

   4. whether an adverse claim can be asserted against a person who acquires a
   security entitlement from the securities intermediary or a person who
   purchases a security entitlement or interest therein from an entitlement
   holder.

c. The local law of the jurisdiction in which a security certificate is located
at the time of delivery governs whether an adverse claim can be asserted against
a person to whom the security certificate is delivered.

d. &#8220;Issuer&#8217;s jurisdiction&#8221; means the jurisdiction under which
the issuer of the security is organized or, if permitted by the law of that
jurisdiction, the law of another jurisdiction specified by the issuer. An issuer
organized under the law of this state may specify the law of another
jurisdiction as the law governing the matters specified in subsection (a) (2)
through (5).

e. The following rules determine a &#8220;securities intermediary&#8217;s
jurisdiction&#8221; for purposes of this section:

   1. If an agreement between the securities intermediary and its entitlement
   holder governing the securities account expressly provides that a particular
   jurisdiction is the securities intermediary&#8217;s jurisdiction for purposes
   of this part, this title or the Uniform Commercial Code, that jurisdiction is
   the securities intermediary&#8217;s jurisdiction.

   2. If paragraph (1) does not apply and an agreement between the securities
   intermediary and its entitlement holder governing the securities account
   expressly provides that the agreement is governed by the law of a particular
   jurisdiction, that jurisdiction is the securities intermediary&#8217;s
   jurisdiction.

   3. If neither paragraph (1) nor paragraph (2) applies and an agreement between
   the securities intermediary and its entitlement holder governing the
   securities account expressly provides that the securities account is
   maintained at an office in a particular jurisdiction, that jurisdiction is the
   securities intermediary&#8217;s jurisdiction.

   4. If none of the preceding paragraphs applies, the securities
   intermediary&#8217;s jurisdiction is the jurisdiction in which the office
   identified in an account statement as the office serving the entitlement
   holder&#8217;s account is located.

   5. If none of the preceding paragraphs applies the securities
   intermediary&#8217;s jurisdiction is the jurisdiction in which the chief
   executive office of the securities intermediary is located.

f. A securities intermediary&#8217;s jurisdiction is not determined by the
physical location of certificates representing financial assets, or by the
jurisdiction in which is organized the issuer of the financial asset with
respect to which an entitlement holder has a security entitlement, or by the
location of facilities for data processing or other record keeping concerning
the account.

g. The local law of the issuer&#8217;s jurisdiction or the securities
intermediary&#8217;s jurisdiction governs a matter or transaction specified in
subsection (a) or (b) even if the matter or transaction does not bear any
relation to the jurisdiction.

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