Common use of Executive Officers Clause in Contracts

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Southern Company, a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of Equity Units of the Company (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned agrees that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off Date”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent the right to receive Subject Shares or publicly announce the intention to do any of the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Subject Shares even if such Subject Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Shares.

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx X. Xxx Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM EXHIBIT A FORMS OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCKLETTERS [Attached.] Lock-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 up Agreement June [ ], 2023 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10055 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that youEvercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter have entered into an Underwriting Agreement (the “Underwriting Agreement”) with The Southern CompanyGE HealthCare Technologies Inc., a Delaware corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for a the public offering (the “Public Offering”) of Equity Units of by the Company several Underwriters, including the Representatives (the “Equity UnitsUnderwriters”) pursuant ), of certain shares of common stock, par value $0.01 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to a Registration Statement on Form S-3 filed continue their efforts in connection with the Securities Public Offering, GE, on behalf of itself and Exchange Commission each of its subsidiaries (collectively, the “SECRestricted Parties”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned hereby agrees that, except as expressly agreed in writing by each without the prior written consent of the RepresentativesRepresentatives on behalf of the Underwriters, during the period beginning from Restricted Parties will not commencing on the date of this Lock-Up Agreement hereof and continuing to and including the date 45 ending 90 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off DateRestricted Period”)): (a) offer, the undersigned will not offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale lend, or otherwise transfer or dispose of any Subject Shares (as hereinafter definedcollectively, “Transfer”), directly or indirectly, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any options or warrants to purchase any Subject Shares, or any other securities convertible into, into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that represent the right Transfers to receive Subject Shares another, in whole or publicly announce the intention to do in part, any of the foregoingeconomic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing restriction is expressly agreed to preclude precludes the undersigned from engaging in any hedging or other transaction which is designed to or intended, or which could reasonably could be expected to lead to or result in in, a sale or disposition of the undersigned’s Subject Shares even if such Subject Shares would be disposed any shares of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale Company Securities, or any purchase, sale securities convertible into or grant of any right (including without limitation any put exercisable or call option) with respect to any of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Sharesexchangeable for Company Securities.

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV Xxx Xxxxx Xxxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A FORM OF LOCKWARRANT EXHIBIT B Form of Lock-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. Up Agreement May , 2013 LAZARD CAPITAL MARKETS LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company Apricus Biosciences, Inc. - Lock-Up Agreement Ladies Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Gentlemen: The undersigned understands that youXxxx, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose ) to enter into that certain underwriting agreement with Apricus Biosciences, Inc., an Underwriting Agreement (the “Underwriting Agreement”) with The Southern Company, a Delaware Nevada corporation (the “Company”), providing for a with respect to the public offering (the “Public Offering”) of Equity Units shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), the undersigned hereby agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by the Company (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission in connection with the Offering (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned agrees that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off Dateup Period”), the undersigned will not not, without the prior written consent of LCM, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined)of, or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent the right to receive Subject Shares or publicly announce the intention to do otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the foregoingLock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restriction is expressly agreed Anything contained herein to preclude the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned from engaging shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any hedging immediate family member or other transaction which is designed to any trust for the direct or which reasonably could be expected to lead to indirect benefit of the undersigned or result in a sale or disposition the immediate family of the undersigned’s Subject Shares even if , provided that, in each case, such Subject Shares would immediate family member or the trustee of the trust, as applicable, agrees to be disposed bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of by someone other than 1934, as amended, to the undersigned. Such prohibited hedging extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or other transactions would include without limitation any short sale or any purchase, sale or grant acquire shares of Common Stock upon the vesting of any right restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (including without limitation v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any put relationship by blood, marriage or call option) adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the undersigned’s Subject Shares or with respect to any security that includesdate set forth above. Very truly yours, relates to or derives any significant part of its value from such Subject Shares.By: Name: Title:

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx Xxxxxxxx X. Xxxxx – President and CEO Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx – CFO Xxxx X. Xxxxxxx – Vice President, General Counsel Directors: Xxxx X. Xxxxxxxx Xxxxxx Carleone, Ph.D Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx Ph.D Xxxxxxx X. Xxxxxx Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx X. Xxxxxx Schedule IV Xxxxx EXHIBIT D FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. Avid Bioservices, Inc. Public Offering of Common Stock December [__], 2020 RBC Capital Markets, LLC As Representative of the several Underwriters c/o RBC Capital Markets, LLC 000 Xxxx Xxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - LockNew York 10281-Up Agreement 8098 Ladies and Gentlemen: The undersigned understands that you, as representatives This letter agreement (the this “RepresentativesAgreement”) of is being delivered to you in connection with the several underwriters (the “Underwriters”), propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with The Southern Companybetween Avid Bioservices, Inc., a Delaware corporation (the “Company”), providing for and RBC Capital Markets, LLC (“RBC Capital Markets”), as representative of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to a proposed underwritten public offering (the “Public Offering”) of Equity Units of the Company Company’s common stock, par value $0.001 per share (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SECCommon Stock”). In consideration order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the agreement by benefits that the Underwriters to offer offering of the Common Stock will confer upon the undersigned in his or her capacity as a securityholder and/or an officer or director of the Company, and sell for other good and valuable consideration, the Equity Unitsreceipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to on and including the date 45 days of the Underwriting Agreement through and including the date that is the 90th day after the date of the Final Supplemented Prospectus Underwriting Agreement (as defined in the Underwriting Agreement) (such period, the “CutLock-off DateUp Period”), the undersigned will not offernot, sellwithout the prior written consent of RBC Capital Markets, contract to sell, pledge, grant any option to purchase, make any short sale directly or otherwise dispose of any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent the right to receive Subject Shares or publicly announce the intention to do any of the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Subject Shares even if such Subject Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Shares.indirectly:

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx Xxxxx Xxxxxxx Xxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx XxxxXxxxxxxxxxxxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 M.D. Xxxxxx Xxxxxxx SCHEDULE C UNDERWRITER NUMBER OF FIRM SHARES PURCHASED NUMBER OF OVER-ALLOTMENT SHARES LAZARD CAPITAL MARKETS LLC 1,989,000 298,350 XXXXX XXXXXXX & Co. CO. 1,989,000 298,350 JMP SECURITIES LLC 0000 Xxxxxxxx 702,000 105,300 TOTAL 4,680,000 702,000 EXHIBIT A Form of Lock Up Agreement August 7, 2013 LAZARD CAPITAL MARKETS LLC XXXXX XXXXXXX & CO. c/o Lazard Capital Markets LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Ladies Vanda Pharmaceuticals Inc. Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx” and Gentlemen: The undersigned understands that youtogether with LCM, as representatives (the “Representatives”) of and the several other underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) set forth in that certain underwriting agreement with The Southern CompanyVanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), providing for a with respect to the public offering (the “Public Offering”) of Equity Units shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), the undersigned hereby agrees that for a period commencing on the date hereof and continuing through ninety (90) days following the date of the final prospectus supplement filed by the Company (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission in connection with the Offering (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned agrees that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off Dateup Period”), the undersigned will not not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined)of, or announce the intention to otherwise dispose of, any options or warrants to purchase any Subject Shares, shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that represent transfers in whole or in part, the right economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, in each case other than (a) transfers of Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, (ii) to receive Subject Shares any trust for the direct or publicly announce the intention to do any indirect benefit of the foregoing. The foregoing restriction is expressly agreed to preclude undersigned or the immediate family of the undersigned from engaging in any hedging or other transaction which is designed (iii) by will or intestacy to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Subject legal representative, heir or legatee; and (b) pursuant to any contract, instruction or plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, that has been entered into by the undersigned prior to the date of this agreement; provided that in the case of any transfer or distribution pursuant to clause (a), each donee or distributee or transferee shall execute and deliver to the Representatives a lock-up letter for the balance of the Lock-up Period in the form of this paragraph. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire shares of Common Stock, or any other security exchangeable or exercisable for, or convertible into, Common Stock, provided that the undersigned does not transfer the Common Stock acquired on such exercise or exchange during the lock up period, unless otherwise permitted pursuant to the terms of this agreement. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares even are transferred from the undersigned shall be bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby authorizes the Company, and any duly appointed transfer agent for the registration or transfer of the shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares, to decline to make any transfer of securities if such Subject Shares transfer would be disposed constitute a violation or breach of by someone this letter agreement. The undersigned understands that, if (i) the Underwriting Agreement does not become effective, (ii) the Underwriting Agreement (other than the undersigned. Such prohibited hedging provisions thereof which survive termination) shall terminate or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect be terminated prior to any payment for and delivery of the undersigned’s Subject Shares Common Stock to be sold thereunder, (iii) the Company notifies the Representatives in writing that it will not be proceeding with the Offering prior to the execution of the Underwriting Agreement, or with respect to any security that includes(iv) a closing of the Offering has not yet occurred as of August 31, relates to or derives any significant part of its value 2013, the undersigned shall be released from such Subject Shares.all obligations under this letter agreement. [Signatory] By: Name:

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV Shareholders EXHIBIT A FORM OF OPINION OF COMPANY’S COUNSEL EXHIBIT B FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs [Date] Sandler X’Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx XxxxPartners, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx XxxxL.P. as Representative of the several Underwriters to be named in the Underwriting Agreement 1251 Avenue of the Xxxxxxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Proposed Offering by FVCBankcorp, Inc. Ladies and Gentlemen: The undersigned understands that youundersigned, as representatives a shareholder and/or an executive officer and/or director of FVCBankcorp, Inc., a Virginia corporation and registered bank holding company (the “Representatives”) of the several underwriters (the “UnderwritersCompany”), propose understands that Sandler X’Xxxxx & Partners, L.P. (“Representative”), as representative of the Underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Southern Company, a Delaware corporation (the “Company”), Company and FVCbank providing for a the initial public offering (the “Public Offering”) of Equity Units of the Company shares (the “Equity UnitsSecurities”) pursuant to a Registration Statement on Form S-3 filed with of the Securities and Exchange Commission Company’s common stock, par value $0.01 per share (the “SECCommon Stock”). In consideration recognition of the agreement by benefit that such an offering will confer upon the Underwriters to offer undersigned as a shareholder and/or executive officer and/or director of the Company, and sell for other good and valuable consideration, the Equity Unitsreceipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter to be named in the Underwriting Agreement that, except as expressly agreed in writing by each of the Representatives, during the period beginning of 180 days from the date of this the Underwriting Agreement (the “Lock-Up Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off DatePeriod”), the undersigned will not not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option to purchaseoption, make any short right or warrant for the sale of, or otherwise dispose of or transfer any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, shares of the Common Stock or any securities convertible intointo or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, (ii) make any demand or exercise any right with respect to the filing of any registration statement under the Securities Act of 1933, as amended (the “1933 Act”), with respect to any of the foregoing in clause (i), or (iii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether any such swap or that represent the right transaction is to receive Subject Shares be settled by delivery of Common Stock or other securities, in cash or otherwise, or publicly announce the any intention to do any of the foregoing. The foregoing restriction is expressly agreed to preclude Notwithstanding the foregoing, the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of may transfer the undersigned’s Subject Shares even if such Subject Shares would be disposed shares of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Shares.Common Stock:

Executive Officers. W. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. XxXxxxx • Xxxxx Xxxxxxx • Xxxxx Xxxxxx X. • Xxxxx Xxxxxx X. • Xxxxx Xxxx • Xxxx Xxxxx Selling Stockholders • Xxxxx Xxxxxxx • Xxxxxxxxx Xxxxxxx • Xxxxxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxx Xxxxxx • Xxxxxxxxx Xxxxxx • Xxxxxx Xxxxxxx • Xxxxx Xxxx • Xxxx Xxxxx • Xxxx Xxxxxxxx X. • Xxxxx Xxxxxx • XxXxxxxx Capital Mortgage Investors, LLC • XxXxxxx Strategic Enterprises, LLC • Xxxxxx Xxxxxx • Xxxxxxx Xxx • Xxxxx X. Xxxxxx • Xxxx XX Xxxxxxxx • Xxxxxxx X. Xxxxxxxxx Xxxx X. • Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV • Xxxxx Xxxxx FORM FINAL EXHIBIT D-1 FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. Guild Holdings Company Public Offering of Class A Common Stock Dated as of ____________________, 2020 Xxxxx Fargo Securities, LLC BofA Securities, Inc. X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives This agreement (the this “RepresentativesAgreement”) of is being delivered to you in connection with the several underwriters (the “Underwriters”), propose to enter into an proposed Underwriting Agreement (the “Underwriting Agreement”) with The Southern by and among Guild Holdings Company, a Delaware corporation (the “Company”), providing for Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”), BofA Securities, Inc. (“BofA”) and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) as representatives (the “Representatives”) of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to a proposed underwritten public offering (the “Public Offering”) of Equity Units Class A common stock, par value $0.01 per share, of the Company (the “Equity UnitsClass A Common Stock” and, together with the Class B common stock, par value $0.01 per share, of the Company, the “Common Stock”) pursuant to a Registration Statement on Form S-3 S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). In consideration order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the agreement by benefits that the Underwriters to offer Offering will confer upon the undersigned in its, his or her capacity as a securityholder and/or an officer or director of the Company, and sell for other good and valuable consideration, the Equity Unitsreceipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to on and including the date 45 days of the Underwriting Agreement through and including the date that is the 180th day after the date of the Final Supplemented Prospectus Underwriting Agreement (as defined in the Underwriting Agreement) (such period, the “CutLock-off DateUp Period”), the undersigned will not offernot, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent without the right to receive Subject Shares or publicly announce the intention to do any prior written consent of the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging Representatives, directly or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Subject Shares even if such Subject Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Shares.indirectly:

Executive Officers. W. Xxxx Xxxxxx X. X. XxxxxxxxXxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxx Xxxx Xxxx EXHIBIT A Form of Warrant EXHIBIT B Form of Lock-Up Agreement March 20, Xx. Xxxx X. Xxxxxxxxxx Xxx X. 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM OF LOCK-UP AGREEMENT THE SOUTHERN COMPANY LOCK-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Ladies and GentlemenXxxxxxx Power Systems Inc. Offering of Common Shares Dear Sirs: The undersigned understands that you, as representatives In order to induce Lazard Capital Markets LLC (“Lazard” or the “RepresentativesUnderwriter”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) that certain underwriting agreement with The Southern CompanyXxxxxxx Power Systems, Inc., a Delaware corporation organized under the Canada Business Corporations Act (the “Company”), providing for a with respect to the public offering (the “Public Offering”) of Equity Units Common Shares, no par value per share (“Common Shares”), and warrants exercisable for Common Shares, the undersigned hereby agrees that for a period of ninety (90) days following the date of the final prospectus supplement filed by the Company (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission in connection with the Offering (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Equity Units, the undersigned agrees that, except as expressly agreed in writing by each of the Representatives, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 45 days after the date of the Final Supplemented Prospectus (as defined in the Underwriting Agreement) (the “Cut-off Dateup Period”), the undersigned will not, without the prior written consent of Lazard, which consent will not be unreasonably withheld or delayed, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined)of, or announce the intention to otherwise dispose of, any options or warrants to purchase any Subject Shares, Common Shares or any securities convertible into, into or exercisable or exchangeable for Common Shares (including, without limitation, Common Shares or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Shares or securities convertible into or exercisable or exchangeable for Common Shares. If (i) the Company issues an earnings release or the disclosure of material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the disclosure of the material news or the occurrence of the material event. Anything contained herein to the contrary notwithstanding, any person to whom Common Shares, securities convertible into or exercisable or exchangeable for Common Shares or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares that are registered in the name of the undersigned or that represent are Beneficially Owned Shares. In order to enable the right aforesaid covenants to receive Subject Shares or publicly announce be enforced, the intention undersigned hereby consents to do any stop transfer orders with the transfer agent of the foregoing. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s Subject Common Shares even if such Subject Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Subject Common Shares, securities convertible into or exercisable or exchangeable for Common Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Beneficially Owned Shares.. Name:

Executive Officers. W. J.X. Xxxxxx (he will provide one letter as an officer and director) C.N. Exxxxx A.X. Xxxx Xxxxxx X. X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxx X. P.T. Oxxxx X.X. Real H.X. Xxxxx Xxxxxx X. W.X. Xxxxx Xxxxxx X. T.X. Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxx XX Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Schedule IV FORM OF SCHEDULE 3 INFORMATION INCLUDED IN PRICING DISCLOSURE PACKAGE · $30.79 per share · 5,000,000 shares of Firm Stock · 750,000 shares of Option Stock LOCK-UP LETTER AGREEMENT THE SOUTHERN COMPANY LOCKLxxxxx Brothers Inc. As Representative of the several Underwriters named in the below-UP AGREEMENT Date Xxxxxxx Sachs & Co. LLC 000 Xxxx referenced Underwriting Agreement c/o Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Brothers Inc. 000 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: The Southern Company - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”) of the several underwriters you and certain other firms (the “Underwriters”), ) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with The Southern Companyproviding for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, no par value per share (the “Common Stock”), of PNM Resources, Inc., a Delaware New Mexico corporation (the “Company”), providing for a and that the Underwriters propose to reoffer the Stock to the public offering (the “Public Offering”) of Equity Units of the Company (the “Equity Units”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement execution of the Underwriting Agreement by the Underwriters to offer Underwriters, and sell the Equity Unitsfor other good and valuable consideration, the undersigned hereby irrevocably agrees that, except as expressly agreed in writing by each without the prior written consent of Lxxxxx Brothers Inc., on behalf of the RepresentativesUnderwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus relating to the Offering (such 90-day period, the “Lock-Up Period”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Lxxxxx Brothers Inc. waives such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period beginning from the date of this Lock-Up Letter Agreement and continuing to and including the date 45 days after 34th day following the date expiration of the Final Supplemented Prospectus Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as defined in such may have been extended pursuant to this paragraph) has expired. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting AgreementAgreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) (shall terminate or be terminated prior to payment for and delivery of the “Cut-off Date”)Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not offerthe Offering actually occurs depends on a number of factors, sellincluding market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, contract the terms of which are subject to sellnegotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, pledgeupon request, grant the undersigned will execute any option to purchase, make any short sale or otherwise dispose of any Subject Shares (as hereinafter defined), or any options or warrants to purchase any Subject Shares, or any securities convertible into, exchangeable for or that represent additional documents necessary in connection with the right to receive Subject Shares or publicly announce the intention to do any enforcement hereof. Any obligations of the foregoing. The foregoing restriction is expressly agreed to preclude undersigned shall be binding upon the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition heirs, personal representatives, successors and assigns of the undersigned’s Subject Shares even if . Very truly yours, By: /s/ Name: Title : Dated: December 6, 2006 EXHIBIT B-1 FORM OF OPINION OF CXXXXXX X. XXXXX December [12], 2006 Lxxxxx Brothers Inc. As Representative of the Several Underwriters named in Schedule 1 to the Underwriting Agreement c/o Xxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: I have acted as counsel for PNM Resources, Inc., a New Mexico corporation (the “Company”), in connection with the issuance and sale by the Company of 5,000,000 shares of the common stock of the Company, no par value per share (the “Stock”) pursuant to that certain Underwriting Agreement dated as of December 6, 2006 between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein. This opinion letter is delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement. In rendering the opinions set forth below, I have reviewed and examined the Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and such Subject Shares would be disposed other documents as I have deemed necessary to render such opinions. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of by someone the articles of incorporation and the bylaws or other organizational documents of the Company and each Significant Subsidiary, resolutions of the Board of Directors of the Company and of the pricing committee thereof, and certificates of public officials concerning the legal existence and/or good standing of the Company and its Significant Subsidiaries. In addition, I have examined such other records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and its Significant Subsidiaries, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. As to questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certificates of the Company and of its officers, upon certificates and comparable documents of public officials, and upon statements in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus. In making the examinations of the Agreement and the other documents described above, I have assumed the genuineness of all signatures (other than the undersignedsignatures of the Company), the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies (including telecopies) and the authenticity of the originals of such documents and the correctness of all statements of fact contained in all such original documents. Such prohibited hedging or other transactions would include without limitation No opinion is expressed regarding compliance with covenants in any short sale agreement to which the Company or any purchaseof its subsidiaries is a party incorporating calculations of a financial or accounting nature. I have also assumed the validity and constitutionality of each relevant statute, sale or grant of any right (including without limitation any put or call option) with respect rule, regulation and agency covered by this opinion letter. Based upon the foregoing and subject to any and limited by the qualifications stated herein, I am of the undersigned’s Subject Shares or with respect to any security that includes, relates to or derives any significant part of its value from such Subject Shares.opinion that: