                                 CODE OF VIRGINIA

DUTY OF ISSUER TO REGISTER TRANSFER (§ 8.8A-401)

a. If a certificated security in registered form is presented to an issuer with
a request to register transfer or an instruction is presented to an issuer with
a request to register transfer of an uncertificated security, the issuer shall
register the transfer as requested if:

   1. under the terms of the security the person seeking registration of transfer
   is eligible to have the security registered in its name;

   2. the endorsement or instruction is made by the appropriate person or by an
   agent who has actual authority to act on behalf of the appropriate person;

   3. reasonable assurance is given that the endorsement or instruction is
   genuine and authorized (&#xA7; 8.8A-402);

   4. any applicable law relating to the collection of taxes has been complied
   with;

   5. the transfer does not violate any restriction on transfer imposed by the
   issuer in accordance with &#xA7; 8.8A-204;

   6. a demand that the issuer not register transfer has not become effective
   under &#xA7; 8.8A-403, or the issuer has complied with &#xA7; 8.8A-403 (b) but
   no legal process or indemnity bond is obtained as provided in &#xA7; 8.8A-403
   (d); and

   7. the transfer is in fact rightful or is to a protected purchaser.

b. If an issuer is under a duty to register a transfer of a security, the issuer
is liable to a person presenting a certificated security or an instruction for
registration or to the person&#8217;s principal for loss resulting from
unreasonable delay in registration or failure or refusal to register the
transfer.

HISTORY: 1996, c. 216.