                                 CODE OF VIRGINIA

DEMAND THAT ISSUER NOT REGISTER TRANSFER (§ 8.8A-403)

a. A person who is an appropriate person to make an endorsement or originate an
instruction may demand that the issuer not register transfer of a security by
communicating to the issuer a notification that identifies the registered owner
and the issue of which the security is a part and provides an address for
communications directed to the person making the demand. The demand is effective
only if it is received by the issuer at a time and in a manner affording the
issuer reasonable opportunity to act on it.

b. 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 after a demand that
the issuer not register transfer has become effective, the issuer shall promptly
communicate to (i) the person who initiated the demand at the address provided
in the demand and (ii) the person who presented the security for registration of
transfer or initiated the instruction requesting registration of transfer a
notification stating that:

   1. the certificated security has been presented for registration of transfer
   or instruction for registration of transfer of the uncertificated security has
   been received;

   2. a demand that the issuer not register transfer had previously been
   received; and

   3. the issuer will withhold registration of transfer for a period of time
   stated in the notification in order to provide the person who initiated the
   demand an opportunity to obtain legal process or an indemnity bond.

c. The period described in subsection (b) (3) may not exceed thirty days after
the date of communication of the notification. A shorter period may be specified
by the issuer if it is not manifestly unreasonable.

d. An issuer is not liable to a person who initiated a demand that the issuer
not register transfer for any loss the person suffers as a result of
registration of a transfer pursuant to an effective endorsement or instruction
if the person who initiated the demand does not, within the time stated in the
issuer&#8217;s communication, either:

   1. obtain an appropriate restraining order, injunction, or other process from
   a court of competent jurisdiction enjoining the issuer from registering the
   transfer; or

   2. file with the issuer an indemnity bond, sufficient in the issuer&#8217;s
   judgment to protect the issuer and any transfer agent, registrar, or other
   agent of the issuer involved from any loss it or they may suffer by refusing
   to register the transfer.

e. This section does not relieve an issuer from liability for registering
transfer pursuant to an endorsement or instruction that was not effective.

HISTORY: 1996, c. 216.