California Code of Regulations › Title 10 - Investment › Chapter 5 - Insurance Commissioner › Subchapter 4 - Insurer Securities Permits › Article 13 - Forms and Addenda › Section 2613.05 - Sample Form of Conditional Subscription for Stock (Without Cash Payment)

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For convenient reference, see the following composite
					 example of a form of subscription for stock to be used pursuant to a
					 subscription permit.
CONDITIONAL SUBSCRIPTION FOR STOCK
TO: ABC Life Insurance Company
__________ Wilshire Boulevard
Los Angeles, California 90005
I hereby conditionally offer to purchase __________ shares
					 of the $10 par value capital stock of ABC Life Insurance Company (hereinafter
					 referred to as "Company") for the cash price of $50 per share upon the terms
					 and under the conditions hereinafter set forth. Receipt of a copy of the
					 California Insurance Commissioner's Subscription Permit No. __________, and a
					 copy of this subscription agreement is herewith acknowledged.
It is agreed that the Company has the right to reject this
					 offer, or, in its absolute discretion, to accept it for a number of shares less
					 than the number above indicated.
It is understood that no certificate for shares or other
					 security will be issued by ABC Life Insurance Company, nor will any
					 consideration be collected on account of the shares herewith subscribed for,
					 unless and until within one year from the date of the Subscription Permit
					 Company shall have first applied for and duly obtained a definitive permit from
					 the Insurance Commissioner. It is also understood that any such definitive
					 permit will have additional requirements governing the issue of said shares
					 including, among other things, the impounding of funds until a certificate of
					 authority shall have been duly issued to Company by said Insurance
					 Commissioner.
It is further understood that the shares herein applied for
					 will be subject to all current regulations of the Insurance Commissioner. Those
					 regulations include a requirement that the promoters, organizers, original
					 directors and officers as a group shall purchase for cash at least 25% of the
					 first $1,000,000 and 15% of all amounts of stock in excess of $1,000,000 (net
					 of any commission) worth of stock offered; that such persons are required to
					 execute an agreement providing that, with certain exceptions, for the periods
					 hereinafter specified from and after issuance of a certificate of authority by
					 the Insurance Commissioner (or completion of the original issue,whichever is
					 later) they and each of them will not sell, transfer or encumber, except by
					 operation of law, any shares acquired by them in satisfaction of said
					 requirement or by exercise of promotional options without the Insurance
					 Commissioner's written consent. Said agreement will permit each such person to
					 dispose of the following amounts of the aggregate of said shares after
					 elapsation of the following indicated periods: 5% after one year; an additional
					 5% after two years; an additional 10% after three years; an additional 20%
					 after four years; and the remainder after five years.
Effectiveness of this subscription is expressly conditioned
					 upon the promoters, organizers, original officers and directors purchasing
					 shares in full compliance with the above mentioned requirement. However, upon
					 the completion by them of such purchase, following the fulfillment of other
					 conditions set forth herein, this subscription shall be irrevocable; whereupon,
					 subscriber agrees to pay the purchase price in cash at Company's home office
					 for shares subscribed to the extend accepted by company, within 30 days after
					 Company's written request therefor subsequent to delivery to me of a copy of
					 the (final)prospectus and the Insurance Commissioner's (definitive) permit and
					 notification by Company that the promoters, organizers and original officers
					 and directors have purchased and paid for their shares.
Provided always, that in the event the Insurance
					 Commissioner's permit (receipt of a copy of which is acknowledged herein above)
					 recites that no findings have as yet been made by him to the effect that sale
					 and issuance of the securities thereby authorized to be subscribed for will be
					 fair, just and equitable; and in the event the permit also specifies that each
					 subscriber shall have an opportunity, within a reasonable time after receipt by
					 him of a copy of the Insurance Commissioner's definitive permit and a copy of
					 the prospectus approved by it, at the subscriber's election to disaffirm and
					 cancel his subscription; --then, in such event, this subscription shall not
					 become binding on me unless I shall receive (a) a copy of the Insurance
					 Commissioner's permit containing such findings, (b) a copy of the prospectus
					 approved by the last-mentioned permit, and (c) notification from Company that
					 the organizers,promoters, original officers and directors have purchased and
					 paid for their shares according to the conditions of said permit; and further,
					 this subscription shall not become binding on me until, within twenty (20) days
					 after receipt of items (a), (b) and (c) above, I shall have reaffirmed this
					 subscription in writing and shall have actually communicated my reaffirmation
					 to Company. In the event I do so, I hereby agree to pay in full as stated
					 above, to the extent my subscription is accepted,within ten (10) days after
					 Company's written request therefor.
___________________________
Mail any further papers to me at
___________________________
___________________________
Dated _______________, 19___
____________________
Subscriber(s)
Accepted for _______________ shares
ABC LIFE INSURANCE COMPANY
By ______________________________
(Title)