                                 CODE OF VIRGINIA

ENDORSEMENT (§ 8.8A-304)

a. An endorsement may be in blank or special. An endorsement in blank includes
an endorsement to bearer. A special endorsement specifies to whom a security is
to be transferred or who has power to transfer it. A holder may convert a blank
endorsement to a special endorsement.

b. An endorsement purporting to be only of part of a security certificate
representing units intended by the issuer to be separately transferable is
effective to the extent of the endorsement.

c. An endorsement, whether special or in blank, does not constitute a transfer
until delivery of the certificate on which it appears or, if the endorsement is
on a separate document, until delivery of both the document and the certificate.

d. If a security certificate in registered form has been delivered to a
purchaser without a necessary endorsement, the purchaser may become a protected
purchaser only when the endorsement is supplied. However, against a transferor,
a transfer is complete upon delivery and the purchaser has a specifically
enforceable right to have any necessary endorsement supplied.

e. An endorsement of a security certificate in bearer form may give notice of an
adverse claim to the certificate, but it does not otherwise affect a right to
registration that the holder possesses.

f. Unless otherwise agreed, a person making an endorsement assumes only the
obligations provided in &#xA7; 8.8A-108 and not an obligation that the security
will be honored by the issuer.

HISTORY: 1996, c. 216.