A North Carolina Underwriting Agreement is a legally binding document that outlines the terms and conditions of the sale and purchase of shares of common stock between Internet. Com Corp. and Internet World Media, Inc. It is designed to protect the interests of both parties involved in the transaction and ensure transparency and fair dealings. This agreement is specifically tailored to the jurisdiction of North Carolina, adhering to the applicable state laws and regulations. Key provisions and components of this North Carolina Underwriting Agreement include: 1. Parties involved: The agreement identifies the parties to the transaction, namely Internet. Com Corp. and Internet World Media, Inc., as the underwriter and issuer, respectively. 2. Stock offering details: The agreement specifies the number of shares of common stock being offered for sale and purchase. It may also include any restrictions or limitations related to the shares being sold. 3. Purchase price and payment terms: The underwriting agreement determines the purchase price per share and outlines the payment terms, including any installment schedule or methods of payment acceptable to both parties. 4. Representations and warranties: Both parties provide certain representations and warranties to ensure the accuracy and completeness of the information provided during the transaction. These may include representations related to the company's financial condition, compliance with applicable laws, and the absence of any material adverse changes. 5. Indemnification: The agreement typically includes provisions for indemnification, whereby one party agrees to compensate the other for any losses, damages, or liabilities arising from a breach of the agreement or any misrepresentation made. 6. Conditions precedent: The agreement may outline certain conditions that need to be fulfilled before the sale and purchase of shares can be completed. For instance, it may include conditions related to regulatory approvals or the fulfillment of certain financial milestones. 7. Termination provisions: In case of a breach or failure to meet certain obligations, the agreement may include mechanisms for termination. It may specify the consequences of termination, such as the return of funds or the rights and obligations of each party. Different types of North Carolina Underwriting Agreements between Internet. Com Corp. and Internet World Media, Inc. regarding the sale and purchase of shares of common stock may include: 1. Firm Commitment Underwriting Agreement: This agreement specifies that the underwriter commits to purchasing the entire offering and bears the risk of any unsold shares. 2. The Best Efforts Underwriting Agreement: In this agreement, the underwriter agrees to make their best efforts to sell the shares but does not agree to purchase any unsold shares. 3. All-or-None Underwriting Agreement: This type of agreement states that all shares must be sold, or the offering will be canceled. 4. Mini-Maxi Underwriting Agreement: This agreement sets a minimum and maximum amount of shares to be sold. If the minimum is not reached, the offering may be canceled. Note: It is essential to consult legal professionals or review the specific terms of the agreement before making any decisions or actions based on this information.