Title: Massachusetts Underwriting Agreement: Tel axis Communications Corp. and Credit Suisse First Boston Corp. Introduction: The Massachusetts Underwriting Agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. is a legally binding document that outlines the terms and conditions related to the issuance and sale of shares of common stock. This agreement is crucial for establishing a formal relationship between the issuing company, Tel axis Communications Corp., and the underwriting firm, Credit Suisse First Boston Corp. Keywords: Massachusetts Underwriting Agreement, Tel axis Communications Corp., Credit Suisse First Boston Corp., issuance of shares, sale of shares, common stock. 1. Agreement Summary: The Massachusetts Underwriting Agreement is a comprehensive contract that governs the underwriting process, ensuring a successful issuance and sale of Tel axis Communications Corp.'s common stock. This document covers various key components, including pricing, allocations, compensation, and representations. 2. Issuance of Shares: The agreement specifies the number of shares Tel axis Communications Corp. intends to issue and sell, while detailing any relevant restrictions on the sale or transfer of these shares. It ensures that the offering complies with applicable Massachusetts securities laws and regulations. 3. Role of the Underwriter: Credit Suisse First Boston Corp. acts as the underwriter in this agreement, responsible for purchasing the offered shares and subsequently reselling them to investors. The underwriter's role includes assessing market conditions, setting the offering price, and facilitating the distribution of the shares. 4. Pricing and Allocation: The Underwriting Agreement defines the offering price per share and outlines the mechanism for determining the final pricing. It also establishes the allocation process, which determines how many shares are allocated to Tell axis Communications Corp., the underwriter, and other parties involved. 5. Compensation and Expenses: The agreement details the compensation structure for Credit Suisse First Boston Corp., including underwriting fees or commissions. It also addresses the reimbursement of agreed-upon expenses incurred during the underwriting process. 6. Representations and Warranties: Both Tel axis Communications Corp. and Credit Suisse First Boston Corp. make certain representations and warranties in the agreement. These ensure the accuracy of information provided and protect the interests of all parties involved. Types of Massachusetts Underwriting Agreements: a. Firm Commitment Underwriting Agreement: In a firm commitment underwriting agreement, Credit Suisse First Boston Corp. guarantees the purchase and sale of all Tel axis Communications Corp.'s common stock shares, assuming the risk of any unsold shares. b. The Best Efforts Underwriting Agreement: In the best efforts underwriting agreement, Credit Suisse First Boston Corp. agrees to make a reasonable effort to sell Tel axis Communications Corp.'s shares but does not guarantee the full sale. The underwriter is not held responsible for any unsold shares. Conclusion: The Massachusetts Underwriting Agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. is a vital legal agreement that lays the groundwork for issuing and selling common stock in compliance with applicable regulations. Whether a firm commitment or best efforts' agreement, this document establishes the roles, responsibilities, and compensation terms for both parties, ensuring a successful offering process.