Rhode Island Underwriting Agreement is a legally binding contract entered into between Tel axis Communications Corp. and Credit Suisse First Boston Corp., governing the process of issuance and sale of shares of common stock. This agreement ensures a smooth and compliant underwriting process for the company's stock offering. Here is a detailed description of what this agreement entails: 1. Parties Involved: The agreement is between Tel axis Communications Corp. (the "Company") and Credit Suisse First Boston Corp. (the "Underwriter"). 2. Purpose: The agreement sets out the terms and conditions under which the Underwriter will purchase and resell the shares of common stock being offered by the Company. It establishes a framework for the distribution process and outlines the responsibilities of both parties. 3. Description of Shares: The agreement specifies the type and number of shares being offered, including any special classifications or rights associated with those shares. It may also mention if there are any classes of shares with different underwriting terms or agreements. 4. Underwriter's Commitment: The agreement outlines the Underwriter's commitment to purchase and sell the shares. It includes the purchase price, which is typically at a discount to the market price, and any applicable fees or commissions. 5. Offering Price and Terms: The agreement establishes the offering price at which the shares will be sold to the public. It may also include details such as the expected timeline for the offering, any restrictions on the sale of shares, and the minimum purchase requirements for potential investors. 6. Representations and Warranties: Both parties make certain representations and warranties regarding the accuracy of the information provided, compliance with securities laws, and absence of undisclosed material information that could impact the offering. 7. Indemnification: The agreement addresses indemnification provisions, ensuring that each party will bear responsibility for any damages, liabilities, or losses arising from misrepresentations or breaches of the agreement. 8. Termination and Survival: It defines the circumstances under which the agreement may be terminated before the completion of the offering. It also specifies the terms that survive the termination, including confidentiality obligations and the resolution of any disputes. Different types of Rhode Island Underwriting Agreement, if applicable, could include variations in terms and conditions specific to certain types of stock offerings. These may include: 1. Firm Commitment Underwriting Agreement: The Underwriter commits to purchasing the entire offering of shares from the Company, assuming the risk of any unsold shares. 2. The Best Efforts Underwriting Agreement: The Underwriter agrees to make their best efforts to sell the shares but does not guarantee the sale of all the offered shares. The Company bears the risk of any unsold shares. 3. Standby Underwriting Agreement: This type is usually used in rights offerings where existing shareholders have the right to purchase additional shares. The Underwriter agrees to purchase any unsold shares, ensuring the capital raising is fully subscribed. These variations cater to different market circumstances and the needs of the issuing company. However, the specific types of Rhode Island Underwriting Agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. regarding issuance and sale of shares of common stock would require further information from the relevant offering documents or legal disclosures.