RECENT REPRESENTATIVE TRANSACTIONS

Public Company Finance and Securities

• Serving as issuer's counsel in five IPOs ($12-20 million each), one exempt bank stock offering ($29 million), one follow-on ($10 million) and one rights offering ($7.0 million) by bank holding companies located in Georgia, Florida and Texas;

• Serving as the acquiring company's counsel in an acquisition ($78 million in value) by a Georgia-based public bank holding company of a privately held bank holding company in a tax-free merger with registration on Form S-4 of the stock issued in the merger;

• Serving as issuer's counsel in an acquisition ($22.5 million in value) by a Florida-based private technology infrastructure company of an OTCBB  public company via a reverse cashout merger without registration of the stock issued in the merger and in numerous subsequent PIPEs into the public company;

• Serving as issuer's counsel in the registration of the equity securities of two Florida-based private companies (a bank holding company and a real estate development company) under the 1934 Act using Form 10;

• Serving as issuer's counsel for a Texas-based AMEX-listed personnel placement company in several PIPES;

• Serving as issuer's counsel for a Texas-based NASDAQ-listed oil and gas exploration company in several PIPES and secondary offerings on Form S-3;

• Serving as issuer's counsel in the preparation, filing and obtaining the relevant listing of an AMEX and two NASDAQ listing applications; and

• Serving as issuer's counsel in ongoing preparation and filing of Forms 10-K, 10-Q and 8-K under the 1934 Act, proxy preparation, a proxy contest, assistance with the resales of restricted securities, as well as corporate governance and other SOX-related matters for several public companies.

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Mergers, Acquisitions and other Business Transactions

• Serving as the acquiring company’s counsel in a $11 million roll-up of eleven real estate brokerage franchisees to create the then second largest residential real estate brokerage company in the greater Atlanta metropolitan area;

• Serving as the target company’s counsel in a $30 million merger of an advertising company with a public company acquirer;

• Serving as the selling company’s counsel in a $26 million sale of a technology company;

• Serving as the selling company’s counsel in a $5.5 million sale of a trucking company;

• Serving as the acquiring company’s counsel in a $4.2 million purchase of a bedding manufacturer;

• Serving as the selling company’s counsel in a $4 million sale of an RV sales and service company;

• Serving as the selling company’s counsel in a $4 million sale of a commercial data, voice and fiber optic servicing company;

• Serving as the selling company’s counsel in the $4 million sale of Internet-based career development web site company;

• Serving as the acquiring company’s counsel in a $3.6 million purchase of a chain of discount furniture stores; and

• Serving as the selling company’s counsel in asale of franchisee restaurants to a national franchisor.

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Corporate and Commercial Matters

• Representing a multi-billion dollar real estate company in the design and drafting of complex operating agreements and employment and incentive contracts, with extensive coordination with the company’s independent compensation consultant;

• Representing a generic drug distributor in numerous joint ventures with marketing and drug manufacturing companies;

• Representing a $250 million revenue garment supply company in a complex shareholder dispute;

• Representing a pharmaceutical supply company in the sale of its physician dispensing division to a competitor and negotiation of related restrictive covenants;

• Representing a manufacturer of exercise equipment in negotiating and drafting manufacturing agreements and sales terms with a nationally-advertised infomercial company;

• Representing the private bank division of a major bank holding company in a series of complex loans to a high net worth individual financing life insurance policies held in various trusts;

• Representing the principal of an engineering recruiting business in a buy-out of his ownership interest and negotiation of related restrictive covenants, and subsequent representation of another principal in the divesture of the managing owner, termination of management fees and negotiation of related restrictive covenants;

• Representing a principal shareholder in a complex buy-out of another shareholder and related marital divorce proceedings of the divested shareholder;

• Representing an exclusive distributor for marble supplied by an Italian company, including drafting of related operating and distributorship agreements;

• Representing an energy monitoring services company in negotiating and drafting of a complex agreement with a major utility;

• Representing a developer of software and related services devising strategies for trading of options, commodities and other securities in drafting of licensing agreements and website disclaimers;

• Representing a minority shareholder in a redemption of shares by her employer and related negotiation of restrictive covenants;

• Representing newly-formed entity in the business of facilitating the purchase of retail installment contracts by third party lenders, including negotiation and drafting of complex agreements with retailers and lenders;

• Representing the owner of a patented device facilitating consumer finance transactions, in a joint venture with a public company;

• Corporate representation of a major developer of second home real estate projects in six states;

• Corporate representation of a micro airline in Atlanta, Georgia;

• Corporate representation of a technology company in the business of facilitating automotive consumer financing; and

• Corporate representation of several physician practices ranging in size from three to over a dozen physicians.

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Family Businesses

• Assisting in the design and implementation of business succession plans for several family owned businesses, including construction companies, distributors, an import-export company and a manufacturing company.

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Banks, Thrifts and Insurance Companies

• Representing the organizers group in over a dozen de novo state and national banks and thrifts (six in the last three years);

• Representing the acquiring company in a transaction consisting of converting a $210 million in assets Ohio state-chartered thrift into a federal thrift and a purchase of an interest in the federal thrift, the purchase financed via a $10.5 million private placement offering; and

• Representation of several state and national banks in the entire spectrum of corporate matters, including purchases and sales of branches and loan portfolios, expansion into other activities, regulatory matters, executive compensation, as well as some commercial lending.

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