Common use of Executive Officers Clause in Contracts

Executive Officers. Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx EXHIBIT A FORMS OF LOCK-UP LETTERS [Attached.] Lock-up Agreement June [ ], 2023 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) (the “Representatives”), have entered into an Underwriting Agreement (the “Underwriting Agreement”) with GE HealthCare Technologies Inc., a Delaware corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of common stock, par value $0.01 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, GE, on behalf of itself and each of its subsidiaries (collectively, the “Restricted Parties”), hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus (the “Restricted Period”): (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectly, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, or any securities convertible into or exercisable or exchangeable for Company Securities.

Executive Officers. Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxxxxxx Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Xxxx EXHIBIT A FORMS OF LOCK-UP LETTERS [Attached.] Form of Warrant EXHIBIT B Form of Lock-up Up Agreement June [ ]March 20, 2023 Evercore Group L.L.C. 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00xx Xxxxxx New York, New York 10055 Xxxxxx 00000 Re: Xxxxxxx & Co. Power Systems Inc. Offering of Common Shares Dear Sirs: In order to induce Lazard Capital Markets LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) (“Lazard” or the “Representatives”), have entered into an Underwriting Agreement (the “Underwriting AgreementUnderwriter”) to enter into that certain underwriting agreement with GE HealthCare Technologies Xxxxxxx Power Systems, Inc., a Delaware corporation organized under the Canada Business Corporations Act (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for with respect to the public offering (the “Public Offering”) by the several Underwritersof Common Shares, including the Representatives no par value per share (the “UnderwritersCommon Shares”), and warrants exercisable for Common Shares, the undersigned hereby agrees that for a period of certain shares of common stock, par value $0.01 per share, ninety (90) days following the date of the Company. Capitalized terms used herein final prospectus supplement filed by the Company with the Securities and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts Exchange Commission in connection with the Public Offering, GE, on behalf of itself and each of its subsidiaries Offering (collectively, the “Restricted PartiesLock-up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the UnderwritersLazard, the Restricted Parties which consent will not commencing on the date hereof and ending 90 days after the date of the Prospectus be unreasonably withheld or delayed, directly or indirectly, (the “Restricted Period”): (ai) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendotherwise dispose of, or announce the intention to otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectlyof, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (including, without limitation, Common Shares or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Shares or securities convertible into or exercisable or exchangeable for Common Shares. If (i) the Company Securities.issues an earnings release or the disclosure of material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the disclosure of the material news or the occurrence of the material event. Anything contained herein to the contrary notwithstanding, any person to whom Common Shares, securities convertible into or exercisable or exchangeable for Common Shares or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to stop transfer orders with the transfer agent of the Common Shares with respect to any Common Shares, securities convertible into or exercisable or exchangeable for Common Shares or Beneficially Owned Shares. Name:

Executive Officers. Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Shareholders EXHIBIT A FORMS FORM OF OPINION OF COMPANY’S COUNSEL EXHIBIT B FORM OF LOCK-UP LETTERS AGREEMENT [Attached.Date] Lock-up Agreement June [ ]Sandler X’Xxxxx & Partners, 2023 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives L.P. as Representative of the several Underwriters listed to be named in Schedule I to the Underwriting Agreement 1251 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Offering by FVCBankcorp, Inc. Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. undersigned, a shareholder and/or an executive officer and/or director of FVCBankcorp, Inc., a Virginia corporation and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) registered bank holding company (the “RepresentativesCompany”), have entered understands that Sandler X’Xxxxx & Partners, L.P. (“Representative”), as representative of the Underwriters, proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GE HealthCare Technologies Inc., a Delaware corporation (the “Company”), General Electric Company, a New York corporation (“GE”), Company and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), FVCbank providing for the initial public offering (the “Public Offering”) by the several Underwriters, including the Representatives of shares (the “UnderwritersSecurities”), ) of certain shares of the Company’s common stock, par value $0.01 per share, share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder and/or executive officer and/or director of the Company. Capitalized terms used herein , and not otherwise defined shall have for other good and valuable consideration, the meanings set forth receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter to be named in the Underwriting Agreement. To induce Agreement that, during the Underwriters that may participate in period of 180 days from the Public Offering to continue their efforts in connection with date of the Public Offering, GE, on behalf of itself and each of its subsidiaries Underwriting Agreement (collectively, the “Restricted PartiesLock-Up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the UnderwritersRepresentative, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus directly or indirectly, (the “Restricted Period”): (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendfor the sale of, or otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectly, transfer any shares of any class of stock of the Company (collectively, the “Company Securities”) Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or exchangeable for hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, (ii) make any Company demand or exercise any right with respect to the filing of any registration statement under the Securities Act of 1933, as amended (collectively, the “Restricted Securities1933 Act”); , with respect to any of the foregoing in clause (bi), or (iii) enter into any swap or any other arrangement agreement or any transaction that Transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Common Stock or any Company Securitiessecurities convertible into or exchangeable or exercisable for Common Stock, whether any such swap or transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities Common Stock or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; , or (d) publicly announce any intention to engage in do any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of foregoing. Notwithstanding the type described in clause (a)foregoing, (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any may transfer the undersigned’s shares of Company Securities, or any securities convertible into or exercisable or exchangeable for Company Securities.Common Stock:

Executive Officers. Xxxxxxxx X. Xxxxx – President and CEO Xxxxxx Xxxx – CFO Xxxx X. Xxxxxxx – Vice President, General Counsel Directors: Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Carleone, Ph.D Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxx Ph.D Xxxxxxx X. Xxxxxx Xxxxxx Xxxxx Xxxxxxx X. Xxxxx EXHIBIT A FORMS D FORM OF LOCK-UP LETTERS AGREEMENT Avid Bioservices, Inc. Public Offering of Common Stock December [Attached.] Lock-up Agreement June [ __], 2023 Evercore Group L.L.C. 00 Xxxx 00xx 2020 RBC Capital Markets, LLC As Representative of the several Underwriters c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement 10281-8098 Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of This letter agreement (this “Agreement”) is being delivered to you in connection with the several Underwriters (as defined below) (the “Representatives”), have entered into an proposed Underwriting Agreement (the “Underwriting Agreement”) with GE HealthCare Technologies between Avid Bioservices, Inc., a Delaware corporation (the “Company”), General Electric Companyand RBC Capital Markets, a New York corporation LLC (“GERBC Capital Markets”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder representative of a group of underwriters (the “Selling StockholderUnderwriters”) and the other parties thereto (if any), providing for the relating to a proposed underwritten public offering (the “Public Offering”) by of the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of Company’s common stock, par value $0.01 0.001 per shareshare (the “Common Stock”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in his or her capacity as a securityholder and/or an officer or director of the Company. Capitalized terms used herein , and not otherwise defined shall have for other good and valuable consideration, the meanings set forth in receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement. To induce Agreement through and including the Underwriters date that may participate in is the Public Offering to continue their efforts in connection with 90th day after the Public Offering, GE, on behalf date of itself and each of its subsidiaries the Underwriting Agreement (collectivelysuch period, the “Restricted PartiesLock-Up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the Underwriters, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus (the “Restricted Period”): (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”)RBC Capital Markets, directly or indirectly, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, or any securities convertible into or exercisable or exchangeable for Company Securities.:

Executive Officers. Xxxx Xxx XxXxxxx • Xxxxx X. Xxxxxxx • Xxxxx Xxxxxx • Xxxxx Xxxxxx • Xxxxx Xxxx • Xxxx Xxxxx Selling Stockholders • Xxxxx Xxxxxxx • Xxxxxxxxx Xxxxxxx • Xxxxxxx Xxxxxx • Xxxxx Xxxxxxx • Xxxxx Xxxxxx • Xxxxxxxxx Xxxxxx • Xxxxxx Xxxxxxx • Xxxxx Xxxx • Xxxx Xxxxx • Xxxx Xxxxxxxx • Xxxxx Xxxxxx • XxXxxxxx Capital Mortgage Investors, LLC • XxXxxxx Strategic Enterprises, LLC • Xxxxxx Xxxxxx • Xxxxxxx Xxx • Xxxxx Xxxxxx • Xxxx Xxxxxxxx • Xxxxxxx Xxxx Xxxx-Xxxx • Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxxxx • Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx FORM FINAL EXHIBIT A FORMS D-1 FORM OF LOCK-UP LETTERS [Attached.] Lock-up Agreement June [ ]AGREEMENT Guild Holdings Company Public Offering of Class A Common Stock Dated as of ____________________, 2023 Evercore Group L.L.C. 00 Xxxx 00xx 2020 Xxxxx Fargo Securities, LLC BofA Securities, Inc. X.X. Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. Securities LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement c/o Wells Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of This agreement (this “Agreement”) is being delivered to you in connection with the several Underwriters (as defined below) (the “Representatives”), have entered into an proposed Underwriting Agreement (the “Underwriting Agreement”) with GE HealthCare Technologies Inc.by and among Guild Holdings Company, a Delaware corporation (the “Company”), General Electric CompanyXxxxx Fargo Securities, a New York corporation LLC (“GEXxxxx Fargo”), BofA Securities, Inc. (“BofA”) and X.X. Xxxxxx Xxxxxxx & Co. LLC, Securities LLC (“X.X. Xxxxxx”) as selling stockholder representatives (the “Selling StockholderRepresentatives”) of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), providing for the relating to a proposed underwritten public offering (the “Public Offering”) by of Class A common stock, par value $0.01 per share, of the several Underwriters, including the Representatives Company (the “Underwriters”)Class A Common Stock” and, of certain shares of together with the Class B common stock, par value $0.01 per share, of the Company, the “Common Stock”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein In order to induce you and not otherwise defined shall have the meanings set forth in other Underwriters to enter into the Underwriting Agreement. To induce , and in light of the Underwriters benefits that may participate the Offering will confer upon the undersigned in its, his or her capacity as a securityholder and/or an officer or director of the Public Offering to continue their efforts in connection Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the Public Offering, GE, period beginning on behalf and including the date of itself the Underwriting Agreement through and each including the date that is the 180th day after the date of its subsidiaries the Underwriting Agreement (collectivelysuch period, the “Restricted PartiesLock-Up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the Underwriters, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus (the “Restricted Period”): (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”)Representatives, directly or indirectly, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, or any securities convertible into or exercisable or exchangeable for Company Securities.:

Executive Officers. Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx SCHEDULE C Underwriter Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased Number of Additional Warrants to be Purchased LAZARD CAPITAL MARKETS LLC 4,800,000 2,400,000 720,000 360,000 XXXX CAPITAL PARTNERS, LLC 750,000 375,000 112,500 56,250 CANTOR XXXXXXXXXX & CO. 450,000 225,000 67,500 33,750 TOTAL 6,000,000 3,000,000 900,000 450,000 EXHIBIT A FORMS FORM OF LOCK-UP LETTERS [Attached.] WARRANT EXHIBIT B Form of Lock-up Up Agreement June [ ]May , 2023 Evercore Group L.L.C. 2013 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00xx Xxxxxx New York00000 Re: Apricus Biosciences, New York 10055 Xxxxxx Xxxxxxx & Co. Inc. - Underwritten Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC 0000 Xxxxxxxx New York, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) (the “RepresentativesLCM”), have entered into an Underwriting Agreement Xxxx Capital Partners, LLC (“Xxxx”)and Cantor Xxxxxxxxxx & Co.(“Cantor”, together with LCM and Xxxx, the “Underwriting AgreementUnderwriters”) to enter into that certain underwriting agreement with GE HealthCare Technologies Apricus Biosciences, Inc., a Delaware an Nevada corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for with respect to the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of common stockthe Company’s Common Stock, par value $0.01 0.001 per shareshare (“Common Stock”), the undersigned hereby agrees that for a period of ninety (90) days following the date of the Company. Capitalized terms used herein final prospectus supplement filed by the Company with the Securities and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts Exchange Commission in connection with the Public Offering, GE, on behalf of itself and each of its subsidiaries Offering (collectively, the “Restricted PartiesLock-up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the UnderwritersLCM, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus directly or indirectly, (the “Restricted Period”): (ai) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendotherwise dispose of, or publicly announce the intention to otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectlyof, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. If (i) the Company Securities.issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Beneficially Owned Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that, in each case, such immediate family member or the trustee of the trust, as applicable, agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pursuant to a plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to the extent that a copy of such plan has been provided to LCM prior to the date hereof, (iv) to the extent necessary to exercise an option to purchase shares of Common Stock or acquire shares of Common Stock upon the vesting of any restricted stock unit, in each case granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus, or to the extent necessary to dispose of shares of restricted stock to the Company pursuant to the terms of such plan in order to pay income taxes due upon the vesting of shares of restricted stock or (v) with the prior written consent of LCM on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of a stop-transfer order with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. Executed as of the date set forth above. Very truly yours, By: Name: Title:

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

Executive Officers. Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxxxxxxxxxx, M.D. Xxxxxx Xxxx Xxx Xxxxxxx SCHEDULE C UNDERWRITER NUMBER OF FIRM SHARES PURCHASED NUMBER OF OVER-ALLOTMENT SHARES LAZARD CAPITAL MARKETS LLC 1,989,000 298,350 XXXXX XXXXXXX & CO. 1,989,000 298,350 JMP SECURITIES LLC 702,000 105,300 TOTAL 4,680,000 702,000 EXHIBIT A FORMS OF LOCK-UP LETTERS [Attached.] Lock-up Form of Lock Up Agreement June [ ]August 7, 2023 Evercore Group L.L.C. 2013 LAZARD CAPITAL MARKETS LLC XXXXX XXXXXXX & CO. c/o Lazard Capital Markets LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00xx Xxxxxx New York00000 Re: Vanda Pharmaceuticals Inc. Offering of Common Stock Dear Sirs: In order to induce Lazard Capital Markets LLC (“LCM”), New York 10055 Xxxxxx Xxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York(“Xxxxx Xxxxxxx” and together with LCM, New York 10036 As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) (the “Representatives”), have entered into an Underwriting Agreement () and the “Underwriting Agreement”) other underwriters set forth in that certain underwriting agreement with GE HealthCare Technologies Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder (the “Selling Stockholder”), providing for with respect to the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of common stockthe Company’s Common Stock, par value $0.01 0.001 per shareshare (“Common Stock”), the undersigned hereby agrees that for a period commencing on the date hereof and continuing through ninety (90) days following the date of the Company. Capitalized terms used herein final prospectus supplement filed by the Company with the Securities and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts Exchange Commission in connection with the Public Offering, GE, on behalf of itself and each of its subsidiaries Offering (collectively, the “Restricted PartiesLock-up Period”), hereby agrees thatthe undersigned will not, without the prior written consent of the Representatives on behalf of the UnderwritersRepresentatives, the Restricted Parties will not commencing on the date hereof and ending 90 days after the date of the Prospectus directly or indirectly, (the “Restricted Period”): (ai) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendotherwise dispose of, or announce the intention to otherwise transfer or dispose of (collectively, “Transfer”), directly or indirectlyof, any shares of any class of stock of the Company (collectively, the “Company Securities”) or any other securities convertible into or exercisable or exchangeable for any Company Securities (collectively, the “Restricted Securities”); (b) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Securities or such other securities, in cash or otherwise; (c) file any registration statement with the Commission relating to the offering of any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Company Securities, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, in each case other than (a) transfers of Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or (iii) by will or intestacy to the undersigned’s legal representative, heir or legatee; and (b) pursuant to any contract, instruction or plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, that has been entered into by the undersigned prior to the date of this agreement; provided that in the case of any transfer or distribution pursuant to clause (a), each donee or distributee or transferee shall execute and deliver to the Representatives a lock-up letter for the balance of the Lock-up Period in the form of this paragraph. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire shares of Common Stock, or any other security exchangeable or exercisable for, or convertible into, Common Stock, provided that the undersigned does not transfer the Common Stock acquired on such exercise or exchange during the lock up period, unless otherwise permitted pursuant to the terms of this agreement. If (i) the Company Securities.issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares are transferred from the undersigned shall be bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the Lock-up Period, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby authorizes the Company, and any duly appointed transfer agent for the registration or transfer of the shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares, to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement. The undersigned understands that, if (i) the Underwriting Agreement does not become effective, (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, (iii) the Company notifies the Representatives in writing that it will not be proceeding with the Offering prior to the execution of the Underwriting Agreement, or (iv) a closing of the Offering has not yet occurred as of August 31, 2013, the undersigned shall be released from all obligations under this letter agreement. [Signatory] By: Name:

Executive Officers. J.X. Xxxxxx (he will provide one letter as an officer and director) C.N. Exxxxx A.X. Xxxx P.T. Oxxxx X.X. Real H.X. Xxxxx X. W.X. Xxxxx T.X. Xxxxxxx Xxxx Xxxx-Xxxx Xxxxx X. Xxxxxx Xxx Xxxxxx Xxxxx X. X’Xxxxx Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx EXHIBIT A FORMS OF SCHEDULE 3 INFORMATION INCLUDED IN PRICING DISCLOSURE PACKAGE · $30.79 per share · 5,000,000 shares of Firm Stock · 750,000 shares of Option Stock LOCK-UP LETTERS [Attached.] Lock-up Agreement June [ ], 2023 Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx New York, New York 10055 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 LETTER AGREEMENT Lxxxxx Brothers Inc. As Representatives Representative of the several Underwriters listed named in Schedule I to the below-referenced Underwriting Agreement c/o Xxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Evercore Group L.L.C. you and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Underwriters (as defined below) certain other firms (the “RepresentativesUnderwriters”), have entered ) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GE HealthCare Technologies providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, no par value per share (the “Common Stock”), of PNM Resources, Inc., a Delaware New Mexico corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Xxxxxx Xxxxxxx & Co. LLC, as selling stockholder that the Underwriters propose to reoffer the Stock to the public (the “Selling StockholderOffering”), providing for . In consideration of the public offering (execution of the “Public Offering”) Underwriting Agreement by the several Underwriters, including the Representatives (the “Underwriters”), of certain shares of common stock, par value $0.01 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, GE, on behalf of itself for other good and each of its subsidiaries (collectivelyvaluable consideration, the “Restricted Parties”), undersigned hereby irrevocably agrees that, without the prior written consent of the Representatives Lxxxxx Brothers Inc., on behalf of the Underwriters, the Restricted Parties undersigned will not commencing on the date hereof and ending 90 days after the date of the Prospectus (the “Restricted Period”): (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (collectively, “Transfer”)not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of any class Common Stock (including, without limitation, shares of stock Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Company (collectively, the “Company Securities”Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or any other securities convertible into or exercisable or exchangeable for any Company Securities Common Stock (collectivelyother than the Stock), the “Restricted Securities”); (b2) enter into any swap or other arrangement derivatives transaction that Transfers transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of any Company Securitiesshares of Common Stock, whether any such transaction described in clause (a1) or (b2) above is to be settled by delivery of Company Securities Common Stock or such other securities, in cash or otherwise; , (c3) file make any demand for or exercise any right or cause to be filed a registration statement with the Commission relating to the offering of statement, including any Restricted Securities; or (d) publicly announce any intention to engage in any of the transactions described in clauses (a) through (c) above; provided that this clause (d) shall not apply to disclosure by a Restricted Party of its general intent amendments thereto, with respect to its Company Securities if such disclosure makes no reference to any specific transaction of the type described in clause (a), (b) or (c). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition registration of any shares of Company Securities, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company Securities.or (4) publicly disclose the intention to do any of the foregoing, for a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus relating to the Offering (such 90-day period, the “Lock-Up Period”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Lxxxxx Brothers Inc. waives such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Letter Agreement during the period from the date of this Lock-Up Letter Agreement to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: /s/ Name: Title : Dated: December 6, 2006 EXHIBIT B-1 FORM OF OPINION OF CXXXXXX X. XXXXX December [12], 2006 Lxxxxx Brothers Inc. As Representative of the Several Underwriters named in Schedule 1 to the Underwriting Agreement c/o Xxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: I have acted as counsel for PNM Resources, Inc., a New Mexico corporation (the “Company”), in connection with the issuance and sale by the Company of 5,000,000 shares of the common stock of the Company, no par value per share (the “Stock”) pursuant to that certain Underwriting Agreement dated as of December 6, 2006 between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein. This opinion letter is delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement. In rendering the opinions set forth below, I have reviewed and examined the Agreement, the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus and such other documents as I have deemed necessary to render such opinions. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of the articles of incorporation and the bylaws or other organizational documents of the Company and each Significant Subsidiary, resolutions of the Board of Directors of the Company and of the pricing committee thereof, and certificates of public officials concerning the legal existence and/or good standing of the Company and its Significant Subsidiaries. In addition, I have examined such other records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and its Significant Subsidiaries, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. As to questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certificates of the Company and of its officers, upon certificates and comparable documents of public officials, and upon statements in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus. In making the examinations of the Agreement and the other documents described above, I have assumed the genuineness of all signatures (other than the signatures of the Company), the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies (including telecopies) and the authenticity of the originals of such documents and the correctness of all statements of fact contained in all such original documents. No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its subsidiaries is a party incorporating calculations of a financial or accounting nature. I have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency covered by this opinion letter. Based upon the foregoing and subject to and limited by the qualifications stated herein, I am of the opinion that: