Virginia Law

A. Any sale of a subscription right to acquire any subject security of the same insurer shall be exempt from the provisions of subsection B of the Act (Section 38.2-214 of the Code of Virginia), to the extent prescribed in this section, as not comprehended within the purpose of said subsection of the Act, if:

1. Such subscription right is acquired, directly, or indirectly, from the insurer without the payment of consideration;

2. Such subscription right by its terms expires within 45 days after the issuance thereof;

3. Such subscription right by its terms is issued on a pro rata basis to all holders of the beneficiary security of the insurer; and

4. A registration statement under the Securities Act of 1933 (15 USC § 77a et seq.) is in effect as to each subject security, or the applicable terms of any exemption from such registration have been met in respect to each subject security.

B. When used within this rule the following terms shall have the meaning indicated:

1. The term "subscription right" means any warrant or certificate evidencing a right to subscribe to or otherwise acquire an equity security;

2. The term "beneficiary security" means a security registered pursuant to Section 12 of the Securities Exchange Act (15 USC 78a et seq.), to the holders of which a subscription right is granted;

3. The term "subject security" means a security which is the subject of a subscription right.

C. Notwithstanding anything contained herein to the contrary, if a person purchases subscription rights for cash or other consideration, then a sale by such person of subscription rights otherwise exempted by this section will not be so exempted to the extent of such purchases within the six-month period preceding or following such sale.