Common use of Conditions of Agent’s Obligations Clause in Contracts

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statementsShares, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements certificates of officers and directors of the Company and statements certificates of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statementscertificates, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements certificates signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their its obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (cb) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and selected by the Company shall have agreed uponCompany. (dc) Upon the completion of the Offering, upon request, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each the President has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 7 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (ed) Upon the completion of the Offering, Agent shall receive, among other documents, upon request, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing existence of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements certificates signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "“threatened" ” unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates Bonds and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates Bonds and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "“threatened" ” unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's ’s best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' ’ statements, there has been no breach of the Company's ’s articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("“Accord"”) of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "“threatened" ” unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. . (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in ill the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's ’s best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates Bonds and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's ’s certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's ’s obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the The obligations of Agent the Agents to act and continue to act as provided herein Agents hereunder, and the obligation of the Agents to purchase Securities as principal pursuant to any Terms Agreement, shall be subject to the accuracy of of, and compliance with, in all material respects, the representations and warranties of FPL contained in Section 2 hereof as of herein at the date hereof, to the accuracy of the statements of officers hereof and directors of the Company made pursuant to the provisions hereofany Settlement Date, to the performance by the Company FPL, in all material respects, of their its obligations to be performed hereunder and to the following conditions: (a) At No stop order suspending the effectiveness of the Registration Statement shall be in effect; no order of the Commission directed to the adequacy of any Incorporated Document shall be in effect; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on such date; and no notice of objection by the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received by FPL and not removed by the Closing Date; at the date hereofhereof the Agents shall have received a certificate from FPL signed by an officer of FPL to the effect that, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of his or her knowledge, no such counsel, all such licenses, permits and other governmental authorizations orders are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Companyeffect, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectusno proceedings for either such purpose are pending before, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of FPL threatened by, the Commission, and no such counsel, threatened against or involving the assets notice of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement objection has been registered by the Commissionreceived and not removed; and no further approval of any other governmental authority is required all requests for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as additional information with respect to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus oron the part of the Commission shall have been complied with by FPL to the reasonable satisfaction of the Agent. (b) At the date hereof, the Agents shall have received from Squire Pxxxxx Bxxxx (US) LLP, counsel to FPL, a favorable opinion (with a copy thereof for each of the Agents), which opinion will not pass upon compliance with provisions of the blue sky laws of any jurisdiction, in form and substance satisfactory to Counsel for the Agents, to the best knowledge effect that: [Insert form of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. legal opinion] In giving such opinion, said opinion such counsel may rely as to all matters of fact New York law on an opinion of Mxxxxx, Xxxxx & Bockius LLP and as to matters relating to Mortgaged and Pledged Property located in the State of Georgia and on (i) prior opinions provided to FPL on matters of Georgia law and (ii) a current opinion from Georgia counsel. (c) At the date hereof, the Agents shall have received from Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel to FPL, a favorable opinion (with a copy thereof for each of the Agents), which opinion will not pass upon compliance with provisions of the blue sky laws of any jurisdiction, in form and substance satisfactory to Counsel for the Agents, to the same effect with respect to matters enumerated in paragraphs (___) - (____) of Section 7(b). In said opinion such counsel may rely as to all matters of Florida law on the opinion of Squire Pxxxxx Bxxxx (US) LLP, and will not pass upon the incorporation of FPL, titles to property or the lien of the Mortgage. In-house counsel may provide any of the opinions required by Section 7(b) and Section 7(c) hereof. (d) At the date hereof, the Agents shall have received from Hunton Axxxxxx Xxxxx LLP, Counsel for the Agents, a favorable opinion (with a copy thereof for each of the Agents) to the same effect with respect to the matters enumerated in (___) - (___), (___) and (___) - (___) of Section 7(b). In said opinion such counsel may rely as to all matters of Florida law on the opinion of Squire Pxxxxx Bxxxx (US) LLP, and will not pass upon the incorporation of FPL, titles to property or the lien of the Mortgage. (e) At the date hereof, each of the Agents shall have received from Deloitte & Touche LLP a letter to the effect that (i) they are an independent registered public accounting firm with respect to FPL within the meaning of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements of officers FPL audited by them and directors incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, comply as to form in all material respects with the applicable accounting requirements of the Company Securities Act and statements the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") performing a review of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all interim financial information as more particularly described in the AccordPublic Company Accounting Oversight Board (United States) (“PCAOB”) AS 4105, which opinion should be read Reviews of Interim Financial Information, on the unaudited [condensed] consolidated financial statements of FPL, if any, incorporated by reference in conjunction therewith. For purposes of such opinionthe Pricing Prospectus or the Pricing Prospectus and the Prospectus, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management as applicable, a reading of the Companylatest available interim unaudited [condensed] consolidated financial statements of FPL, or to their counselif any, since the close of FPL’s most recent audited fiscal year, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any reading of the representationsminutes and consents of the Board of Directors, warranties or conditions herein contained, including but not limited to, resolutions the Finance Committee of the Board of Directors and the Stock Issuance Committee of the Company regarding Board of Directors and of the authorization sole common shareholder of this Agreement FPL since the end of the most recent audited fiscal year, and inquiries of officials of FPL who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with standards of the PCAOB and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche LLP makes no representation as to the sufficiency of such procedures for the several Agents’ purposes), nothing has come to their attention which caused them to believe that (a) the unaudited [condensed] consolidated financial statements of FPL, if any, incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the transactions contemplated herebyProspectus, as applicable, (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of FPL incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable; (b) at the date of the latest available interim balance sheet read by them and at a specified date not more than five days prior to the date of such letter, there was any change in the common stock or additional paid-in capital or increase in the preferred stock or long-term debt including current maturities and excluding fair value swaps, if any, and unamortized premium and discount on long-term debt of FPL and its subsidiaries, or decrease in common shareholder’s equity of FPL and its subsidiaries, in each case as compared with amounts shown in the most recent [condensed] consolidated balance sheet, if any, incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, except in all instances for changes, increases or decreases which the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or which are described in such letter; or (c) for the period from the date of the most recent [condensed] consolidated balance sheet, if any, incorporated by reference in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, to the latest available interim balance sheet read by them and for the period from the date of the latest available interim balance sheet read by them to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income, except in all instances for decreases which the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in the Pricing Prospectus or the Pricing Prospectus and the Prospectus, as applicable, and Exhibit 12(b) to the Registration Statement and such other items as the Agents may reasonably request. (cf) Upon Since the completion respective most recent times as of the Offering, which information is given in the reasonable opinion of the CompanyPricing Disclosure Package, and up to any Settlement Date, (i) there shall have been no material adverse change in the business, properties or financial condition or affairs, financial or otherwise, of the Company from that FPL and its subsidiaries taken as of the latest date as of which such condition is set forth in the Prospectusa whole, except as referred to therein; disclosed in or contemplated by the Pricing Disclosure Package, and (ii) there shall have been no material transactions transaction entered into by the Company from the latest date FPL or any of its subsidiaries that is material to FPL and its subsidiaries taken as of which the financial condition of the Company is set forth in the Prospectus a whole, other than transactions referred to disclosed in or contemplated therein by the Pricing Disclosure Package, and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, and at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against date hereof the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares Agents shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive received a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse such effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements FPL signed by an officer or director of FPL. (g) The Agents shall have received any certificate required by Section 8(b) hereof. (h) On the first Settlement Date occurring in each calendar year, Squire Pxxxxx Bxxxx (US) LLP and Mxxxxx, Xxxxx & Bockius LLP shall each provide to the Agents an opinion dated the Settlement Date to the effect provided in Section 7(b)(viii). (i) There shall be in full force and effect an authorization of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as FPSC with respect to the statements made therein. If any condition issuance and sale of the Securities on the terms herein stated or contemplated, and containing no provision unacceptable to Agent's obligations hereunder the Agents by reason of the fact that it is materially adverse to FPL; and at the date hereof the Agents shall have received a certificate to such effect, signed by FPL. (j) All legal proceedings to be fulfilled prior to or upon taken in connection with the completion issuance and sale of the Offering is Securities shall have been satisfactory in form and substance to Counsel for the Agents. In case any of the conditions specified above in this Section 7 shall not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, the Agents shall have no further obligation to proceed with any offering, sale, or may extend any solicitation of purchase of the time Securities or any purchase by the Agents as principal of their fulfillmentthe Securities pursuant to any Terms Agreement or otherwise.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the The obligations of Agent as provided herein shall be the Agents hereunder are subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to contained herein on the provisions hereof, to date hereof and at the time of purchase and the performance by the Company of their its obligations hereunder and to the following conditionsadditional conditions precedent: (a) At The Company shall furnish to the date hereof, Agent shall receive Agents at the time of purchase an opinion of Ropes & Gray LLP, special counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against for the Company, except addressed to the extent that Axxxxs, and dated the provisions time of Section 7 purchase, in form and 8 hereof may be unenforceable as against public policy; (iv) except substance as set forth on Exhibit B hereto. --------- (b) The Agents shall have received from Grant Thornton LLP letters dated, respectively, the date of txxx Xxxxxxxxx and the time of purchase, and addressed to the Agents in the Prospectusform and substance heretofore approved by, based solely on conferences with or otherwise satisfactory to, the senior executive officers Agents. (c) The Agents shall have received from Cooley Godward LLP, counsel for the Agents, such opinion or oxxxxxxs dated the time of the Company, purchase and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, addressed to the best knowledge of such counselAgents, threatened against or involving the assets of the Company required with respect to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying Shares, the Registration Statement or Statement, the Prospectus orand other related matters as the Agents may reasonably require, and the Company shall have furnished to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they may reasonably may require request for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated herebysuch matters. (cd) Upon No Prospectus or amendment or supplement to the completion Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which you reasonably object in writing. (e) Prior to the time of the Offering, in the reasonable opinion of the Companypurchase, (i) there the Prospectus Supplement shall have been no material adverse change duly filed with the Commission in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to thereinaccordance with Rule 424(b); (ii) there no stop order with respect to the effectiveness of the Registration Statement shall have been no material transactions entered into by issued under the Company from the latest date as of which the financial condition Act or proceedings initiated under Section 8(d) or 8(e) of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of businessAct; (iii) no action, suit order preventing or proceeding, at law suspending the use of the Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or in equity or before or threatened by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the CompanyCommission; and (iv) no order having the Certificates and effect of ceasing or suspending the distribution of the Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws any other securities of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon been issued by the completion of Commission or Nasdaq and no proceedings for that purpose shall have been instituted or shall be pending or, to the Offering, Agent shall receive a certificate of the President knowledge of the Company, dated as of contemplated by the completion date of Commission or Nasdaq; (v) the Offering, that states: (i) each has carefully examined the Prospectus Registration Statement and the Prospectus, and it does all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (vi) the Prospectus and all amendments or supplements thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading; . (iif) since Between the time of execution of this Agreement and the time of purchase, no material adverse change or any development involving a prospective material adverse change in business, properties, management, condition, financial or otherwise, operations, prospects or results of operation of the Company and the Subsidiaries taken as a whole shall occur or become known, which, in the sole judgment of the Agents, makes it impracticable or inadvisable to proceed with the Offering on the terms and in the manner contemplated by the Prospectus. (g) The Company shall have furnished to the Agents a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the date of the Prospectus became authorized for final usetime of purchase, no event has occurred which should to the effect that the signers of such certificate have been set forth in an amendment or supplement carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus which has not been so set forth, including specifically, but without limitation, any event and this Agreement and that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, person after reasonable inquiry: (iv1) all of the representations and warranties contained of the Company in Section 2 of this Agreement are true and correct, correct on and as of the time of purchase with the same force and effect as though expressly if made at the time of purchase and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the time of purchase; (2) The Registration Statement has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such person's knowledge, threatened; and (3) since the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified most recent financial statements included or incorporated by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, reference in the reasonable opinion Prospectus, except as disclosed in the Prospectus there has been no material adverse change or any development involving a prospective material adverse change in business, properties, management, condition, financial or otherwise, operations, prospects or results of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director operation of the Company and delivered the Subsidiaries taken as a whole. (h) The Company shall have furnished to Agent or to counsel for Agent shall be deemed a representation you such other documents and warranty by certificates as the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, Agents may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillmentreasonably request.

Conditions of Agent’s Obligations. Except as may be waived in writing by The obligation of any Agent, as agent of the obligations Company, at any time ("Solicitation Time") to solicit offers to purchase the Securities and the obligation of any offeree to purchase Securities or of any Agent to purchase Securities as provided herein principal, pursuant to any Terms Agreement, shall in each case be subject subject, in such offeree's or Agent's discretion, to the accuracy of the condition that all representations and warranties and other statements of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, contained in Section 2 hereof or incorporated in such Terms Agreement by reference) are true and correct at and as of the Commencement Date and any applicable date hereofreferred to in Section 4(k) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or Time of Delivery, as the case may be, the condition that on or prior to such Solicitation Time or Time of Delivery, as the accuracy of the statements of officers and directors of case may be, the Company made pursuant to the provisions hereof, to the performance by the Company shall have performed all of their its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) With respect to any Securities sold at or prior to such Solicitation Time or Time of Delivery, as the Company is incorporatedcase may be, validly existing and in good standing the Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the laws of State of Georgia Act within the applicable time period prescribed for such filing by the rules and with full power regulations under the Act and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv4(a) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to thereinhereof; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in stop order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or suspending the effectiveness of the Prospectus and, to the best knowledge of such officers, Registration Statement shall have been issued and shall remain in effect and no action proceeding for such purposes has that purpose shall have been instituted initiated or threatened by the Commission; and, and (iviii) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made requests for additional information on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order part of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance have been complied with the provisions hereof only if they are, in to the reasonable opinion satisfaction of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to such Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.;

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the The obligations of Agent the several Agents to solicit offers for the Securities, as provided herein herein, shall be subject subject, in their discretion, to the continuing accuracy of the representations and warranties of the Company contained herein and in Section 2 hereof each certificate and document contemplated under this Agreement and the International Placement Agent Agreement to be delivered to you, as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their its obligations hereunder hereunder, and to the following conditions: (a) At As of the date hereof, Agent you shall receive an have received the favorable opinion of counsel Satterlee Stephens Burke & Burke LLP, special U.S. securities coxxxxx xxx xxx Xxxxxxx, xatex xxx date of delivery, addressed to you as representative of the Company Agents, and in form and scope satisfactory to counsel for the Agents, with reproduced copies or signed counterparts thereof for each of the Agents, to the effect that: (i) the The Company has been duly incorporated and is incorporated, validly existing and as a corporation in good standing (meaning it has filed its most recent annual report, paid any applicable state taxes and fees, and has not filed articles of dissolution) under the laws of the State of Georgia and Delaware, with full the corporate power and authority to own its properties and conduct its business as described in the ProspectusFinal Prospectus as amended or supplemented; (ii) The Company has an authorized capitalization as set forth in the Final Prospectus as amended or supplemented; (iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the best failure to be so qualified in any jurisdiction; (iv) To the knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except than as set forth in the Final Prospectus, based solely on conferences with the senior executive officers of the Companythere is no legal, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statementgovernmental or other proceeding, there are no material legal formal or governmental proceedings informal, pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company ofknowledge, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation threatened to which the Company or any of its Subsidiaries is a party or by to which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach property of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as its Subsidiaries is subject which is reasonably likely to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; consolidated financial position, shareholders' equity or results of operations of the Company and its Subsidiaries, taken as a whole; (ivv) the Certificates This Agreement has been duly authorized, executed and Shares shall have been registered or registered for offering and sale delivered by the Company under and constitutes the Blue Sky Laws of such jurisdictions as Agent legal, valid and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President binding obligation of the Company, dated and is enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law), and except insofar as the enforceability of the completion date indemnity and contribution provisions contained in this Agreement may be limited by federal and state securities laws; (vi) The Securities have been duly authorized and, when duly and executed, issued and delivered by the Company, and the Company receives payment therefor as contemplated in the Final Prospectus, will be duly and validly issued and fully paid and non-assessable and the Securities will conform in all respects to the descriptions thereof in the Final Prospectus as amended or supplemented; and the Securities to be sold by the Company will be listed and eligible for trading on the American Stock Exchange; (vii) The issue and sale of the OfferingSecurities, that states: (i) each has carefully examined the Prospectus compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company, as amended, or any United States federal or State of Delaware statute or any order, rule or regulation of any United States federal law or corporate law of the State of Delaware or United States federal or State of Delaware court or governmental agency or body; (viii) Except such as have been obtained under the Act and the Rules and Regulations thereunder or such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the distribution of the Securities in the manner contemplated hereby, no consent, approval, authorization, order, registration or qualification of or with any United States federal or State of Delaware court or governmental agency or body is required for the solicitation of offers to purchase Securities, the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement; (ix) To the knowledge of such counsel, none of the employee stock option benefit plans set forth in Schedule V hereto contains any terms or provisions that prohibit, conflict with, trigger a default thereunder, or entitle any party thereto to terminate the agreement as a result of the issue and sale of the Securities and the granting and performance by the Company of its indemnification obligations hereunder. (x) The documents incorporated by reference in the Final Prospectus (other than the financial statements, schedule, and other financial, engineering and statistical data therein or excluded therefrom, as to which such counsel need express no opinion), when they became effective or were filed with the SEC (or, if amendments with respect to such documents were filed, such documents as so amended when such amendments were filed), as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the Rules and Regulations; and nothing has come to their attention that would lead them to believe that any of such documents, when they became effective or were so filed (or, if amendments with respect to such documents were filed, such documents as so amended when such amendments were filed), as the case may be, contained, in the case of the Final Prospectus, and it does not contain an untrue statement of a material fact or omit omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; ; (iixi) since The Registration Statement is effective under the Act, and to the knowledge of such counsel, no stop order has been issued and no proceeding for that purpose has been instituted or threatened. The Registration Statement and the Final Prospectus as amended and supplemented and any further amendments and supplements thereto made by the Company prior to the date of such opinion (other than the financial statements, schedules, and other financial, engineering and statistical data therein or excluded therefrom, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Rules and Regulations thereunder; and (xii) Nothing has come to their attention that would lead them to believe that, as of the effective date, the Registration Statement or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements, schedules, and other financial, engineering and statistical data therein or excluded therefrom, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading or that, as of the date of such opinion, the Final Prospectus became authorized for final useas amended or supplemented or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements, schedules, and other financial, engineering and statistical data therein or excluded therefrom, as to which such counsel need express no event has occurred opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light of the circumstances in which should have been they were made, not misleading. In rendering such opinion, (A) as to matters of fact, such counsel may rely, to the extent they deem proper, on certificates of responsible officers of the Company and public officials and representations and warranties of the Company set forth herein, (B) with respect to the description of the distribution of Common Stock by the International Syndicate in "Plan of Distribution" in the Final Prospectus and any matters which involve Norwegian law, such counsel may rely on the opinion of Advokatfimaet Selmer DA and (C), with respect its opinion set forth in an amendment or supplement (xii) above, such counsel may rely on the opinion of McGrigors Solicitors and Advokatfimaet Selmer DA. (b) As of the date hereof, you shall have received the favorable opinion of McGrigors Solicitors, counsel to the Prospectus Company, dated the date of delivery, addressed to you as representative of the Agents, and in form and scope satisfactory to counsel for the Agents, with reproduced copies or signed counterparts thereof for each of the Agents, to the effect that: (i) To the knowledge of such counsel, other than as set forth in the Final Prospectus, there is no legal, governmental or other proceeding, formal or informal, pending or, to such counsel's knowledge, threatened to which has not been so set forth, including specifically, but without limitation, the Company or any event that has of its Subsidiaries is a party or may to which any property of the Company or any of its Subsidiaries is subject which is reasonably likely to have a material adverse effect on the Companyconsolidated financial position, shareholders' equity or results of operations of the Company and its Subsidiaries, taken as a whole. (ii) To the conditions knowledge of such counsel, none of the agreements set forth in clauses (ii) Schedule VI hereto contains any terms or provisions that prohibit, conflict with, trigger a default thereunder, or entitle any party thereto to terminate the agreement as a result of the issue and sale of the Securities and the granting and performance by the Company of its indemnification obligations hereunder. (iii) To the knowledge of subsection such counsel, as a matter of fact the written descriptions contained in the Registration Statement or the Prospectus (csuch descriptions being identified by page number in Schedule VII ) of this Section 6 have been satisfied; the agreements set out in Schedule VII are accurate in all material respects.. In rendering such opinion, (iiiA) no order has been issued by the Commission as to suspend the Offering or the effectiveness matters of the Prospectus andfact, such counsel may rely, to the best knowledge extent they deem proper, on certificates of such officers, no action for such purposes has been instituted or threatened by responsible officers of the Commission; and, (iv) all of Company and public officials and the representations and warranties on the Company set forth herein and (B), with respect to its opinion set forth in (iii) above, on the opinion of Ernst & Young (Georgia) with respect to the agreements addressed in the opinion of Ernst & Young (Georgia). (c) On or prior to the date hereof, the Agents shall have been furnished such information, documents, certificates, and opinions as they may reasonably require for the purpose of enabling them to review the matters referred to in Section 8(a), and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as you may reasonably request. (d) On the date hereof, you shall have received a certificate of the President, any Vice President or Treasurer or Assistant Treasurer or any other authorized officer of the Company, dated as of the date hereof, to the effect that the signer of such certificate has examined the Registration Statement, the Final Prospectus and this Agreement and the International Placement Agent Agreement and that to the best of his or her knowledge (i) since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, there has not been any material adverse change in the financial condition, earnings or cash flow of the Company and its subsidiaries considered as one enterprise or any development reasonably likely to have a material adverse effect on the financial condition of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth or contemplated in the Final Prospectus, as supplemented or amended, (ii) the other representations and warranties of the Company contained in Section 2 of this Agreement and the International Placement Agent Agreement are true and correct, correct in all material respects with the same force and effect as though expressly made on at and as of the date of such certificate(except for those representations and warranties which are given as of a certain date, in which case they were true and correct in all material respects as of such date), (iii) the completion Company has performed or complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the date of such certificate in all material respects, (iv) there is no legal or governmental proceeding pending or, to the best of such officer's knowledge, threatened, which is required to be disclosed in the Registration Statement other than any disclosed therein and (v) no stop order suspending the effectiveness of the OfferingRegistration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the SEC. (e) Upon On the completion effective date of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; and as of the date hereof, you shall have received a letter, addressed to the Agents, and in form and substance reasonably satisfactory to you, with reproduced copies or signed counterparts thereof for each of the Agents, from LJ Soldinger Associates LLC, dated the date of delivery: (x) xxnfirming that they are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations thereunder adopted by the SEC; (ii) stating that, in their opinion, the audited financial statements included or incorporated by reference in each Prospectus Supplement which shall be filed as a copy supplement to the Prospectus and reported on by them (including but not limited to the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003) comply in form in all respects with the accounting requirements of the letter from Exchange Act and the Georgia Secretary of State evidencing the good standing related published rules and regulations of the Company; SEC thereunder that apply to a prospectus filed in connection with a registration statement on Form S-3 under the Act (except that certain supporting schedules are omitted); (iii) based upon a copy reading of the Company's certificate of incorporation certified latest unaudited financial statements made available by the Georgia Secretary Company, the procedures of Statethe AICPA for a review of interim financial information as described in Statement of Auditing Standards No. All such opinions71, statements, letters reading of minutes and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion inquiries of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director certain officials of the Company who have responsibility for financial and delivered accounting matters and certain other limited procedures requested by you and described in detail in such letter, nothing has come to Agent or their attention that causes them to counsel for Agent shall be deemed a representation and warranty by believe that the Company to Agent as to information included under the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion headings " Prospectus Supplement Summary," "Ratio of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.Earnings to

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the The obligations of the Agent as provided to the performance of their obligations herein shall be are subject to the accuracy of the representations and warranties contained in Section 2 hereof of the Company herein contained, as of the date hereof, to the accuracy hereof and as of the statements of officers Closing Date, and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their all of its obligations hereunder and to on the following conditionsClosing Date including the Agent receiving on the Closing Date: (a) At The Canadian Prospectus shall have been filed with the date Canadian Qualifying Authorities and the U.S. Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 6 hereof; no order of any securities commission, Agent shall receive an opinion of counsel securities regulatory authority or stock exchange in Canada to cease distribution of the Company that: (i) the Company is incorporated, validly existing and in good standing Units under the laws of State of Georgia Canadian Prospectus, as amended or supplemented, shall have been issued, and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) no proceedings for such purpose shall have been instituted or, to the best knowledge of such counselthe Company, threatened; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, and no stop order suspending or preventing the use of the U.S. Pricing Prospectus, the U.S. Prospectus or any Issuer Free Writing Prospectus, shall have been issued by the Commission and no proceedings therefor shall have been initiated or threatened by the Commission; all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action requests for additional information on the part of the Company Canadian Qualifying Authorities or the Commission shall have been complied with to the Agent's reasonable satisfaction; and has been duly executed and delivered on behalf all necessary regulatory or stock exchange approvals in respect of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel Offering shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has have been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceedingreceived. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require A favourable legal opinion of Stikeman Elliott LLP, Canadian counsel for the purpose of enabling them Company addressed to review or pass upon the matters required by Agent, in form and for substance satisfactory to the purpose of evidencing Agent, to the accuracy, completeness or satisfaction of any of effect set forth in Schedule "A" hereto and to such other matters as may reasonably be requested by the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated herebyAgent. (c) Upon the completion of the Offering, in the reasonable A favourable legal opinion of Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, (i) there shall have been no material adverse change addressed to the Agent, in form and substance satisfactory to the condition or affairsAgent, financial or otherwise, of to the Company from that as of the latest date as of which such condition is effect set forth in the Prospectus, except Schedule "B" hereto and to such other matters as referred to therein; (ii) there shall have been no material transactions entered into may reasonably be requested by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed uponAgent. (d) Upon A favourable legal opinion of Xxxxxxx & Associates LLC, United States counsel to Company addressed to the completion Agent, in form and substance satisfactory to the Agent, as to ownership by the Company of the OfferingSpring Valley Property and Pan Property. (e) A favourable legal opinion of Xxxx Xxxxx Xxx & Xxxxxxxx addressed to the Agent, Agent shall receive a in form and substance satisfactory to the Agent, as to ownership of the Material Subsidiaries (other than Pan-Nevada Gold Corporation and GEH (B.C.) Holding Inc.) and their due incorporation or organization, valid existence and good standing (if such concept is recognized in such jurisdiction) and such other matters as may reasonably be requested by the Agent. (f) A certificate of the President Chief Executive Officer and Chief Financial Officer of the Company in form and substance satisfactory to the Agent, as to the accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date and as to the matters set forth in subsection (a) of this Section 7. (g) At the time this Agreement is executed and at the Closing Date, the Agent shall have received comfort letters, from KPMG LLP, independent chartered accountants for the Company, dated as of the completion date of this Agreement and as of the OfferingClosing Date, that states: respectively, and addressed to the Agent, and in form and substance satisfactory to the Agent and its counsel. (h) At the time this Agreement is executed, a fully executed copy of the warrant indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada providing for the creation and issuance of the Warrants, in form and substance satisfactory to the Agent and its counsel. (i) each has carefully examined At the Prospectus Closing Date the Offered Shares, the Warrant Shares and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should Agent's Shares shall have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect conditionally approved for listing on the CompanyTSX.V and shall be approved for listing, and the conditions set forth in clauses (ii) and (iii) subject to official notice of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus andissuance, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the OfferingAmex. (ej) Upon The Company shall have furnished to the completion Agent and its counsel with such other certificates, opinions or other documents as they may have reasonably requested. If any of the Offeringconditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, Agent shall receive, among other documents, (i) a copy or if any of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such certificates, opinions, statements, written statements or letters furnished to the Agent or to its counsel pursuant to this Section 7 shall not be satisfactory in form and documents shall be in compliance with substance to the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director all obligations of the Company and delivered to Agent hereunder may be cancelled by the Agent at, or to counsel for Agent at any time prior to, the Closing Date. Notice of such cancellation shall be deemed a representation and warranty by given to the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillmentwriting.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates Bonds and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates Bonds and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates Bonds and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the The obligations of the --------------------------------- Agent to sell the Shares as provided herein shall be subject to the accuracy accuracy, as of the date hereof and as of each Closing Date, of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereofherein, to the performance by the Company of their its obligations hereunder and to the following additional conditions: (a) At The Registration Statement shall have become effective and no stop order suspending the date hereofeffectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, Agent to the knowledge of the Company, threatened by the Commission. (b) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall receive an opinion of counsel not have been any material change, on a consolidated basis, in the capital stock of the Company and its subsidiaries, or any material adverse change in the condition (financial or other), business, prospects, net worth or results of operations of the Company and its subsidiaries. (c) The Agent shall have received on the date hereof and at every other date specified in Section 4(1) hereof, opinions of Xxxxxxx X. XxXxxxx, Senior Counsel of the Company or such other Counsel satisfactory to the Agent, dated as of such dates, respectively, to the effect that: (i) the The Company has been duly incorporated and is incorporated, validly existing and as a corporation in good standing under the laws of State the Commonwealth of Georgia and Pennsylvania, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; (ii) The portions of the information contained in the Prospectus, which are stated therein to the best knowledge have been made on his authority, have been reviewed by him and, as to matters of such counsellaw and legal conclusions, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewithcorrect; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth The descriptions in the Prospectus, based solely on conferences with the senior executive officers of the Company, Registration Statement and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, legal and governmental proceedings and contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) ; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement has been registered by the Commission; and no further approval or Prospectus which are not described, or of any other governmental authority is contracts or documents of a character required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions to be described in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus oror to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements and other financial data contained or incorporated by reference in the Registration Statement or the Prospectus; (iv) This Agreement has been duly authorized, executed and delivered by the Company; (v) All legally required proceedings in connection with the authorization and issue of the Shares and the sale of the Shares by the Company in the manner set forth herein, have been had and remain in effect, and all requisite action of public boards or bodies (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) as may be legally required with respect to all or any of such matters or related thereto has been taken and remains in effect, and the Company is exempt from the provisions of the Public Utility Holding Company Act of 1935 applicable to it as a holding company and with respect to such authorization, issue and sale; (vi) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (vii) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any preemptive or similar rights; and (viii) The Shares have been duly authorized and conform to the description thereof contained in the Prospectus, and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights. (d) The Agent shall have received on the date hereof and at every other date specified in Section 4(1) hereof, opinions of Company Counsel, dated as of such dates, respectively, to the effect that: (i) The Shares have been duly authorized and conform in all material respects to the description thereof contained in the Prospectus, and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights under Federal or New York law or the Company's certificate of incorporation or by-laws; (ii) The Registration Statement has become effective under the Act and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless no stop order suspending the potential litigant or government authority has manifested to the management effectiveness of the Company, Registration Statement or to such counsel, a present intention to initiate such litigation any part thereof has been issued and no proceeding for that purpose have been instituted or proceeding; (vi) to such counsel's best knowledge are pending or contemplated under the execution and delivery by the Company ofAct, and performance the Registration Statement, as of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed byeffective date, and interpreted in accordance withany amendment or supplement thereto, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the Company, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectusits date, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, as of the date of this Agreement, complied as to form in all material respects with the requirements of the Act and it does not contain an the Rules and Regulations, and nothing has come to the attention of such counsel which would lead such counsel to believe either that the Registration Statement or any such amendment or supplement, as of such dates, contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of the date of this Agreement and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements and other financial data contained or incorporated by reference in the Registration Statement or the Prospectus; (iii) This Agreement has been duly authorized, executed and delivered by the Company ; (iv) No approval, authorization, consent or other order of any public board or body of the United States is legally required for the authorization of the issuance and sale of the Shares; and (v) The statements made in the Prospectus under the caption "Description of Capital Stock", insofar as they purport to constitute summaries of the terms of the Company's Common Stock (including the Shares), constitute accurate summaries of the terms of such Common Stock in all material respects. In rendering such opinion, Xxxxxxx Xxxxxxx & Xxxxxxxx may rely as to matters governed by Pennsylvania law upon the opinion of Xxxxxxx X. XxXxxxx, Esq. or such other counsel referred to in paragraph (d) above. The opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx shall be rendered to you at the request of the Company and shall so state therein. (e) On the date hereof and at such other dates specified in Section 4(m) hereof, the Agent shall have received a letter from PricewaterhouseCoopers LLP, independent public accountants for the Company, or other independent accountants satisfactory to the Agent, in form and substance satisfactory to the Agent, to the effect that: (i) They are independent accountants with respect to the Company and its subsidiaries within the meaning of the Act and the Rules and Regulations; (ii) In their opinion, the consolidated financial statements of the Company and its subsidiaries audited by them and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the published rules and regulations thereunder with respect to registration statements on Form S-3; (iii) On the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of: (A) Reading the minutes of meetings of the shareowners and the Boards of Directors of the Company and its Executive, Compensation and Corporate Governance, Finance and the Audit and Corporate Responsibility Committees since the date day after the Prospectus became authorized for final use, no event has occurred which should have been end of the last audited period as set forth in an amendment or supplement the minute books through a specified date not more than five business days prior to the Prospectus date of delivery of such letter; and (B) With respect to the unaudited consolidated balance sheet as of the most recent quarter ended and the unaudited consolidated statements of income and of cash flows included in the Company's Quarterly Report on Form 10-Q for the most recent quarter ended ("Form 10-Q") incorporated by reference in the Registration Statement, (i) Performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim ------- Financial Information, on the unaudited consolidated balance --------------------- sheet and the unaudited consolidated statements of income and of cash flows for the most recent quarter ended and year to date, and prior year periods, included in the Company's Form 10-Q incorporated by reference in the Registration Statement; (ii) Making inquiries of certain officials of the Company who have responsibility for financial and accounting matters as to whether the unaudited consolidated financial statements referred to in (B)(i) comply as to form in all material respects with the applicable accounting requirements of the Exchange Act, as it applies to Form 10-Q and the related published rules and regulations thereunder; (C) Reading the unaudited interim financial data for the period from the date of the latest balance sheet included or incorporated in the Registration Statement to the date of the latest available interim financial data; and (D) Making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that (i) the unaudited consolidated financial statements described in (B)(i), included in the Form 10-Q and incorporated by reference in the Registration Statement, do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act, as it applies to Form 10-Q, and the related published rules and regulations thereunder; or (ii) any material modifications should be made to the unaudited consolidated financial statements described in (B)(i), included in the Form 10-Q and incorporated by reference in the Registration Statement, for them to be in conformity with generally accepted accounting principles; or (iii) at the date of the latest available interim financial data and at the date of the latest available month end, there was any change in the common equity; (iv) at the date of the latest available interim financial data and at a specified date not more than five business days prior to the date of delivery of such letter, there was any change in the common stock or preferred stock (with or without sinking fund requirements) (except for changes in shares of certain series of preferred stock of a subsidiary of the Company redeemed for, purchased or otherwise retired in anticipation of, sinking fund requirements for such series or as a result of the surrender by the Company of any preferred stock of PP&L, Inc. theretofore purchased by the Company) or increase in long-term debt of the Company and subsidiaries consolidated as compared with amounts shown in the latest balance sheet incorporated by reference in the Registration Statement; or (v) for the period from the closing date of the latest consolidated income statement incorporated by reference in the Registration Statement to the date of the latest available interim financial data there were any decreases, as compared with the corresponding period in the preceding year, in net income, except in all instances for changes, increases or decreases which the Registration Statement, including the documents incorporated therein by reference, discloses have occurred or may occur, or they shall state any specific changes or decreases. (iv) The letter shall also state that the information set forth in Annex I hereto, which is expressed in dollars (or percentages derived from such dollar amounts) and has been obtained from accounting records which are subject to the internal controls of the Company's accounting system or which has not been so set forthderived directly from such accounting records by analysis or computation, including specificallyis in agreement with such records or computations made therefrom, but without limitationexcept as otherwise specified in such letter. (f) The Agent shall have received from the Company a certificate signed by the President, any event that has a Vice President or may have a material adverse effect on financial or accounting officer of the Company, dated as of the date hereof and dated as of each Certificate Date contemplated by this Agreement to the effect that, to the best of his or her knowledge based upon reasonable investigation: (i) The representations and warranties of the Company in this Agreement are true and correct (except for immaterial details), as of the date hereof or the Certificate Date, and the Company has complied with all the agreements and satisfied all the conditions set forth in clauses on its part to be performed or satisfied at or prior to the date hereof and each such Certificate Date (as the case may be); (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no No stop order has been issued by the Commission to suspend the Offering or suspending the effectiveness of the Prospectus andRegistration Statement has been issued, and no proceeding for that purpose has been instituted or, to the best knowledge of such officersofficer after due inquiry, no action for such purposes has been instituted or threatened is threatened, by the Commission; and, (iviii) all of the representations The Company and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on its subsidiaries have not sustained since the date of the completion latest audited financial statements included or incorporated by reference in the Prospectus any material adverse change in the financial condition or results of operations of the OfferingCompany and its subsidiaries considered as one enterprise except as set forth or contemplated in the Registration Statement or Prospectus or as described in such certificate. (eg) Upon The Shares shall have been authorized for listing, subject to notice of issuance, on the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of StateNew York Stock Exchange. All such opinions, statementscertificates, letters and other documents shall will be in compliance with the provisions hereof only if they areare satisfactory in form and substance to the Agent. The Company will furnish the Agent with such conformed copies of such opinions, in certificates, letters and other documents as the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillmentreasonably request.

Conditions of Agent’s Obligations. Except as may be waived in writing by Rxxxxx’x and each other Agent, the ’s obligations of Agent as provided herein shall be hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties contained made herein by the Company to the compliance in Section 2 hereof all material respects at and as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance Closing Date by the Company of their obligations hereunder with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) At the date hereof, Agent Rxxxxx shall receive an opinion of counsel of not have stated in writing prior to each Closing Date to the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the Prospectus; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (iv) except as set forth in the Base Prospectus, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the Prospectus, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus which are not so described or disclosed and the description in the Prospectus of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (v) the Registration Statement has been registered by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Certificates and Shares (excluding any necessary registrations or registration under the Blue Sky Laws of the various jurisdictions in which the Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Statement or the Prospectus or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (vi) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition Supplement or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subjectExchange Act Document, or any governmental license amendment or permit; nor will any supplement thereto contains an untrue statement of such actions violate any lawfact which, administrative regulation or order or court orderin Rxxxxx’x reasonable opinion, writ, injunction or decree; and (vii) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statements, there has been no breach of the Company's articles of incorporation or bylawsis material, or material breach or default (or the occurrence of any event omits to state a fact which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements of officers and directors of the Company and statements of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrations, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the CompanyRxxxxx, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the Prospectus, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the Certificates and Shares shall have been registered or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus and the Prospectus, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; . (b) Rxxxxx shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) since Between the date of this Agreement and the Prospectus became authorized for final useClosing Date, no event litigation has occurred which should have been set forth instituted or, to the knowledge of the Company, threatened against the Company or the Company of a character required to be disclosed in an amendment or supplement to the Prospectus which Exchange Act Document, that has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on disclosed to the Company, and the conditions set forth in clauses (ii) and Agents; and (iii) Between the date of subsection this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company or the Company. (c) of this Section 6 The Company shall have been satisfied; (iii) no order has been issued by furnished to the Commission Placement Agent such additional certificates as Rxxxxx may have reasonably requested as to suspend the Offering or the effectiveness accuracy, at and as of the Prospectus andClosing Date, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties made herein by it, as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained in Section 2 of this Agreement are true and correctother provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to the Agents’ obligations hereunder. (d) The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion, addressed to the Placement Agent, with the same force and effect reliance language for any authorized co-placement agent or selected dealer, date as though expressly made on the date of the completion of Closing Date, in form and substance reasonably satisfactory to the OfferingPlacement Agent. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Statement registered; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statements, letters Each officer and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements signed by an officer or director of the Company shall have executed and delivered to the Placement Agent a written agreement, in customary form, pursuant to which such individual shall agree that he or she shall not offer, sell, contract to counsel sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock or common stock equivalents, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or other securities, cash or otherwise, or publicly disclose the intention to enter into any of the foregoing transactions, without the prior written consent of the Placement Agent for Agent a period of 90 days from the date of the Prospectus Supplement. Provided, however, that in the event that either (1) during the last 17 days of the 90-day period described herein, the Company releases earnings results or material news or a material event occurs relating to the Company, or (2) prior to the expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, then, in either case, the 90 day period shall be deemed a representation and warranty extended until the expiration of the 18-day period beginning on the actual date of the release of the earnings results or the occurrence of the material new or event, unless such extension is waived in writing by the Company to Agent as to the statements made thereinPlacement Agent. If any condition to Agent's obligations hereunder to of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be fulfilled terminated by Rxxxxx by notifying the Company of such termination in writing at or prior to or upon the completion of the Offering is not so fulfilleda Closing Date, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may but Rxxxxx shall be entitled to waive any of such conditions which have not been fulfilled, or may extend the time of their fulfillmentconditions.

Conditions of Agent’s Obligations. Except as may be waived in writing by Agent, the obligations of Agent as provided herein shall be subject to the accuracy of the representations and warranties contained in Section 2 hereof as of the date hereof, to the accuracy of the statements of officers and directors of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder and to the following conditions: (a) At the date hereof, Agent shall receive an opinion of counsel of the Company that: (i) the Company is incorporated, validly existing and in good standing under the laws of State of Georgia and with full power and authority to own its properties and conduct its business as described in the ProspectusOffering Circular; (ii) to the best knowledge of such counsel, all such licenses, permits and other governmental authorizations are in full force and effect and the Company is complying in all material respects therewith; (iii) the Company has authorized Common Stock as set forth in the Offering Statement and the Offering Circular; (iv) the issuance and sale of the shares of Common Stock have been duly and validly authorized by all necessary corporate action on the part of the Company; the shares of Common Stock, upon receipt of payment and issuance will be fully paid and non-assessable, and, to the best knowledge of such counsel, the purchasers of the Common Stock from the Company, upon issuance thereof against payment therefor, will acquire such shares of Common Stock and Certificates free and clear of all claims, encumbrances, security interests and liens. (v) this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered on behalf of the Company. This Agreement is enforceable in accordance with its terms against each of the Company, except to the extent that the provisions of Section 7 and 8 hereof may be unenforceable as against public policy; (ivvi) except as set forth in the ProspectusOffering Circular, based solely on conferences with the senior executive officers of the Company, and an investigation of certain corporate records made available to counsel by the Company as conducted in connection with the preparation of the Registration Offering Statement, there are no material legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against or involving the assets of the Company required to be disclosed in the ProspectusOffering Circular, provided that for this purpose such counsel shall not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; nor are there any statutes, regulations, contracts or other documents required to be described or disclosed in the Prospectus Offering Circular which are not so described or disclosed and the description in the Prospectus Offering Circular of such statutes, regulations, contracts and other documents therein described are accurate summaries and fairly present the information required to be shown; (vvii) the Registration Offering Statement has been registered qualified by the Commission; and no further approval of any other governmental authority is required for the issuance and sale of the Common Stock and Certificates and Shares (excluding any necessary registrations qualifications or registration under the Blue Sky Laws of the various jurisdictions in which the Common Stock and Certificates and Shares were offered as to which no opinion is expressed); and no proceedings are pending by or before the Commission seeking to revoke or rescind the qualifying the Registration Offering Statement or the Prospectus Offering Circular or, to the best knowledge of such counsel, are any such proceedings contemplated or threatened; provided that for this purpose such counsel not regard any litigation or governmental procedure to be "threatened" unless the potential litigant or government authority has manifested to the management of the Company, or to such counsel, a present intention to initiate such litigation or proceeding; (viviii) to such counsel's best knowledge the execution and delivery by the Company of, and performance of their agreements in this Agreement, shall not conflict with nor result in a breach of the articles of incorporation or bylaws of the Company, nor constitute a breach of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, nor give rise to any right of termination, cancellation or acceleration contained in, or result in the creation or imposition or any material lien, charge or other encumbrance upon any of the properties or assets of the Company pursuant to any of the terms, provisions or conditions, any material agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which it or its assets or properties may be bound or is subject, or any governmental license or permit; nor will any of such actions violate any law, administrative regulation or order or court order, writ, injunction or decree; and (viiix) to the best knowledge of such counsel based solely on the conferences and other investigations and officers' statementscertificates, there has been no breach of the Company's articles of incorporation or bylaws, or material breach or default (or the occurrence of any event which, with the lapse of time or action, or both, by a third party, would result in a material breach or a material default), under any agreement, contract, indenture, bond, debenture, note, instrument or obligation to which the Company is a party or by which any of them or any of their respective assets or properties may be bound, or any governmental license or permit, or a violation of any law, administrative regulation or order, or court order, writ, injunction or decree. In giving such opinion, such counsel may rely as to all matters of fact on statements certificates of officers and directors of the Company and statements certificates of public officials delivered pursuant hereto. Such opinion shall be governed by, and interpreted in accordance with, the Legal Opinion Accord ("Accord") of the ABA Section of Business Law (1991) whereby it shall be subject to the registrationsqualifications, exceptions, definitions, limitations on coverage and other limitations all as more particularly described in the Accord, which opinion should be read in conjunction therewith. For purposes of such opinion, any litigation or governmental proceeding is not considered to be "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding. (b) Counsel for Agent shall have been furnished such documents as they reasonably may require for the purpose of enabling them to review or pass upon the matters required by Agent, and for the purpose of evidencing the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained, including but not limited to, resolutions of the Board of Directors of the Company regarding the authorization of this Agreement and the transactions contemplated hereby. (c) Upon the completion of the Offering, in the reasonable opinion of the CompanyAgent, (i) there shall have been no material adverse change in the condition or affairs, financial or otherwise, of the Company from that as of the latest date as of which such condition is set forth in the ProspectusOffering Circular, except as referred to therein; (ii) there shall have been no material transactions entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Prospectus Offering Circular other than transactions referred to or contemplated therein and transactions by the Company in the ordinary course of business; (iii) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or to the Company's best knowledge threatened against the Company or affecting any of their respective assets, wherein an unfavorable decision, ruling or finding would result in a material adverse effect on the Company; and (iv) the shares of Common Stock and Certificates and Shares shall have been registered qualified or registered for offering and sale by the Company under the Blue Sky Laws of such jurisdictions as Agent and the Company shall have agreed upon. (d) Upon the completion of the Offering, Agent shall receive a certificate of the President of the Company, dated as of the completion date of the Offering, that states: (i) each has carefully examined the Prospectus Offering Circular and the ProspectusOffering Circular, and it does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since the date the Prospectus Offering Circular became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus Offering Circular which has not been so set forth, including specifically, but without limitation, any event that has or may have a material adverse effect on the Company, and the conditions set forth in clauses (ii) and (iii) of subsection (c) of this Section 6 have been satisfied; (iii) no order has been issued by the Commission to suspend the Offering or the effectiveness of the Prospectus Offering Circular and, to the best knowledge of such officers, no action for such purposes has been instituted or threatened by the Commission; and, (iv) all of the representations and warranties contained in Section 2 of this Agreement are true and correct, with the same force and effect as though expressly made on the date of the completion of the Offering. (e) Upon the completion of the Offering, Agent shall receive, among other documents, (i) a copy of the order of the Commission declaring the Registration Offering Statement registeredqualified; (ii) a copy of the letter from the Georgia Secretary of State evidencing the good standing of the Company; (iii) a copy of the Company's certificate of incorporation certified by the Georgia Secretary of State. All such opinions, statementscertificates, letters and documents shall be in compliance with the provisions hereof only if they are, in the reasonable opinion of Agent and its counsel, satisfactory to Agent and its counsel. Any statements certificates signed by an officer or director of the Company and delivered to Agent or to counsel for Agent shall be deemed a representation and warranty by the Company to Agent as to the statements made therein. If any condition to Agent's obligations hereunder to be fulfilled prior to or upon the completion of the Offering is not so fulfilled, Agent, in its sole discretion, may terminate this Agreement or, if Agent, in its sole discretion so elects, may waive any such conditions which have not been fulfilled, or may extend the time of their fulfillment.