SECTION 2
Forms
Title 2
Title 3
Title 4

SECTION 3
Securities Act
Exchange Act
Sarbanes-Oxley Act
SOX TABLE
Title 5

SECTION 4
'33 ACT Reg
'34 ACT Reg
Reg. S-K
Reg. S-X
 

Title 4
Title 5
Title 6

1. Do the members of the underwriting group agree to purchase the shares from the issuer severally or jointly? Why?

2. When and how do members of the underwriting group execute the agreement among underwriters? The agreement between the underwriters and the issuer?

3. To what extent does the agreement among underwriters provide for retail sales to be made by the sales force of the members of the group?

4. To what extent does the agreement among underwriters permit members of the underwriting group other than the managing underwriter to make sales to members of the selling group?

5. How are members of the underwriting group compensated for their agreement to purchase shares as part of the underwriting agreement? How are the members of the underwriting group compensated for shares sold retail by their brokers?

6. What is the purpose of the over-allotment option set forth at § 3.01 of the Underwriting Agreement..

7. Under the terms of the underwriting group, if any member of the underwriting group fails to perform, to what extent are other members of the underwriting group obligated to fulfill the obligation of the non-performing member(s) of the underwriting group? To what extent is the defaulting member(s) relieved of its obligation? See 3.01.01. What is the difference between Section 3.01.01 and Section 3.01.03?

8. How long is the period from the execution of the underwriting agreement to the closing?

9. What specific circumstances will excuse the underwriters from purchasing the securities at closing under the underwriting agreement other than under the market-out clause?

10.  Would the scope of issuer's counsel responsibility be more or less under the attached opinion 1 or opinion 2 than it would under 8.07(8) of the underwriting agreement? Why?

11. To what extent does counsel's opinion under 8.07(8) go beyond the adequacy of the registration statement as to form? As to the truth and accuracy of the information in the registration statement?  To what extent does counsel opine as to representations relating to financial matters?

12. Under the market-out clause of the underwriting agreement, could the underwriter terminate its obligation under the underwriting agreement if there is a market break in which the stock markets generally lose 30% of their value between the execution of the underwriting agreement and the closing date? If  between the execution of the underwriting agreement and the closing date the Wall Street Journal runs a feature story to the effect that hi-tech stocks are overpriced and there is a significant sell off of hi-tech stocks in the market? If the marketing effort after the effective date is a disaster? Same questions under Section 9.02 of the underwriting agreement. Does the provision comply with First Boston?

13. Under the Selected Dealer Agreement, to what extent and when do members of the selling group become bound to purchase Shares?

14. Why must the issuer and underwritier take into account the NASD Corporate Financing Rule?

15. Presumably, the underwriting agreement will change to some extent to take into account the provisions of SOR. What changes to you see being necessary to take into account the free writing prospectus, need to deliver a preliminary prospectus, changes in delivery of final prospectus, areas in which the preliminary prospectus must include the offering price range, etc.?