EXHIBIT 99.3
SUBSCRIPTION AGREEMENT
FOR PURCHASE OF
EBANK FINANCIAL SERVICES, INC.
COMMON STOCK, $.01 PAR VALUE
PURSUANT TO THE OFFERING MEMORANDUM
DATED FEBRUARY 11, 2004
The Placement Agent for this Offering is:
XXXXX, XXXX & XXXXXXXXX, INC.
By mail, by overnight courier, by hand, or
by facsimile:
EBANK FINANCIAL SERVICES, INC.
C/O XXXXX, XXXX & XXXXXXXXX, INC.
ATT'N: XXX XXXXXXXXX
0000 XXXXX XXXXX XXXX, XXXXX 000
XXXXXXX, XXXXXXX 00000
Telephone No.: (000) 000-0000; Facsimile No.: (000) 000-0000
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DELIVERY OF THIS SUBSCRIPTION AGREEMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID SUBSCRIPTION FOR SHARES.
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During the first thirty (30) days of this Offering, subscriptions will be
accepted only from existing shareholders, employees and directors of ebank
Financial Services, Inc. If you are a holder of outstanding shares of either the
Company's Common Stock or the Company's 8% cumulative convertible Series A
preferred stock, please provide the information requested below in order to
assist the Company and the Placement Agent in processing this Subscription
Agreement:
INFORMATION TO BE PROVIDED BY HOLDERS OF COMMON STOCK
(PLEASE NEATLY PRINT OR TYPE APPLICABLE INFORMATION IN THE
SPACES PROVIDED BELOW):
NAME(S) AND ADDRESS(ES) OF HOLDERS (PLEASE FILL IN EXACTLY SHARE NAME AND ADDRESS OF THE NUMBER OF
AS NAME(S) APPEAR(S) ON THE SHARE CERTIFICATE(S), OR ON CERTIFICATE BROKER THROUGH WHICH YOU SHARES OF
THE ACCOUNT THROUGH WHICH YOU HOLD THE SHARES IF YOU NUMBER(S), IF HOLD SHARES OF COMMON COMMON STOCK
DO NOT HOLD PHYSICAL STOCK CERTIFICATES): APPLICABLE: STOCK (IF APPLICABLE): OWNED:
Xxxxx X. Xxxxx 49,710
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INFORMATION TO BE PROVIDED BY HOLDERS OF 8% SERIES A PREFERRED STOCK
(PLEASE NEATLY PRINT OR TYPE APPLICABLE INFORMATION IN THE
SPACES PROVIDED BELOW):
NAME(S) AND ADDRESS(ES) OF HOLDERS SHARE NUMBER OF SHARES OF
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) CERTIFICATE 8% SERIES A PREFERRED STOCK
ON THE SHARE CERTIFICATE(S): NUMBER(S): OWNED:
Xxxxx X. Xxxxx 52/86 200,000
IMPORTANT: If the subscriber has been assisted in completing this Subscription
Agreement by a licensed broker or dealer, please provide the following
information:
ADDRESS (INCLUDING ZIP CODE) AND
NAME OF LICENSED BROKER OR DEALER: TELEPHONE NUMBER (INCLUDING AREA CODE):
--------------------------------- --------------------------------------
N/A
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(NOTE: Providing this information will entitle -------------------------------------------------------
the broker or dealer named herein to receive
compensation equal to 4% of the subscription price -------------------------------------------------------
for any shares issued upon the Company's acceptance Phone: ( )
of this Subscription Agreement, as described in
the Prospectus.)
IN ORDER TO SUBSCRIBE FOR SHARES PURSUANT TO THIS OFFERING, YOU MUST VALIDLY
TENDER THIS COMPLETED SUBSCRIPTION AGREEMENT, TOGETHER WITH PAYMENT OF THE FULL
PURCHASE PRICE FOR THE SHARES SUBSCRIBED, TO THE PLACEMENT AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE FOR THE OFFERING.
IMPORTANT -- If payment of the subscription price is to be made by wire
transfer, the following wire instructions should be used:
Account Name: ebank Financial Services, Inc. Stock Subscription Account
Wire to: The Bankers Bank of Georgia
Atlanta, GA
ABA Number: 000000000
Beneficiary Name: ebank
Beneficiary ABA: 0610-92057
For Further Credit To:
Customer Name: ebank Financial Services, Inc.
Stock Subscription Account
Customer Account Number: 001-0000000
All capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Prospectus of ebank Financial Services, Inc., a Georgia
corporation (the "Company"), dated February 11, 2004.
THIS OFFERING IS NOT BEING MADE TO (NOR WILL SUBSCRIPTIONS FOR SHARES OF COMMON
STOCK BE ACCEPTED FROM OR ON BEHALF OF) INVESTORS IN ANY JURISDICTION IN WHICH
THIS OFFERING WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN
ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THIS
OFFERING TO BE MADE BY A LICENSED BROKER OR DEALER, THIS OFFERING WILL BE DEEMED
TO BE MADE ON THE COMPANY'S BEHALF BY THE INFORMATION AGENT OR ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF THE JURISDICTION.
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Your bank or broker can assist you in completing this form. The instructions
included with this Subscription Agreement must be followed. Questions and
requests for assistance and requests for additional copies of the Prospectus or
the Subscription Agreement may be directed to the Placement Agent for the
Offering: Xxxxx, Xxxx & Xxxxxxxxx, Inc., Att'n: Xxx Xxxxxxxxx, 0000 Xxxxx Xxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Telephone (000) 000-0000.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
Ladies and Gentlemen:
A. SUBSCRIPTION
By execution hereof, the undersigned (individually and collectively a
"Subscriber"), intending to be legally bound, hereby applies to the Company,
subject to the terms and conditions of this Subscription Agreement and of the
offering (the "Offering") of the Company's common stock, $.01 par value per
share (the "Common Stock") described in the ebank Financial Services, Inc.
Prospectus dated as of February 11, 2004 (the "Prospectus"), for the purchase
of the number of shares of Common Stock set forth below, at the price of $1.08
per share (the "Purchase Price"):
NUMBER OF SHARES OF COMMON STOCK TOTAL SUBSCRIPTION PRICE
SUBSCRIBED FOR UNDER THIS AGREEMENT: 1,000,000 (AT $1.08 PER SHARE OF COMMON STOCK): $1,080,000
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Enclosed with (or transmitted in connection with) this Subscription Agreement is
my personal check, bank or cashier's check or wire transfer of funds made
payable to ebank Financial Services, Inc. Subscription Account evidencing $1.08
for each share subscribed for, which funds are to be deposited by the Placement
Agent into the Company's stock subscription account for the Offering as
described in the Prospectus.
B. SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS
The undersigned hereby represents and warrants to, and agrees with, the Company
as follows:
1. Receipt of Prospectus. In connection with the Company's offer of
Common Stock, I represent and warrant that I am over the age of 21
years and that I have received a copy of the Prospectus, and that I am
relying on no representations other than those set forth in the
Prospectus. I understand that my purchase of ebank Financial Services,
Inc.'s Common Stock involves significant risk, as described under
"RISK FACTORS" in the Prospectus. I also understand that no federal or
state agency has made any finding or determination regarding the
fairness of the Company's offering of Common Stock, the accuracy or
adequacy of the Prospectus, or any recommendation or endorsement
concerning an investment in the Common Stock.
2. Residency Declaration. I hereby represent and warrant that I am a
resident of the State of Georgia (THE PRECEDING BLANK SHOULD BE FILLED
IN BY THE SUBSCRIBER). I acknowledge that I am aware that this
offering is being made only to legal residents of the States of
Georgia, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee
and Virginia, subject to the effective registration of the offering
under the securities laws of each such state, and the Prospectus does
not constitute an offer to sell securities to (nor will any
subscriptions be accepted from) any person or organization that is not
a valid resident of one of such States.
3. Acceptance of Subscription; Company Discretion. I understand that this
application to purchase shares is not binding on the Company and does
not become a completed Subscription Agreement unless payment submitted
herewith is promptly paid by the bank upon which it is drawn and until
the offer is accepted by a duly authorized officer or agent of the
Company. I understand and agree that the Company has, in its sole
discretion, the right to allocate shares among Subscribers, and to
accept or reject any or all of the offer to purchase shares
represented hereby in accordance with the terms of the Offering as
described in the Prospectus. I also understand and agree that, in the
event that this application is not accepted (in whole or in part), or
the Offering is
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terminated, funds paid under this Subscription Agreement and not
applied to the purchase of Common Stock will be returned to me with no
interest earned.
4. Subscription Irrevocable; Non-Assignable. I understand that when this
Subscription Agreement is executed and delivered, it is irrevocable
and binding upon me, subject only to acceptance by the Company. When
accepted by the Company, this Subscription Agreement shall bind the
Subscriber and his successors and assigns, personal and legal
representatives, and heirs to pay for all shares subscribed. I hereby
acknowledge and agree that I am not entitled to assign or transfer
this Subscription Agreement or any interest herein, nor am I entitled
to cancel, terminate, or revoke this purchase offer or any of my
representations, warranties or agreements hereunder. This Subscription
Agreement shall survive the death, disability, or transfer of control
of the Subscriber hereunder.
5. Purchase for Subscriber's Account Only. The Subscriber represents,
warrants, and covenants that he is offering this Subscription
Agreement and will purchase the Common Stock solely for his own
account and for the person(s) in whose name(s) such shares are to be
registered (or in whose names a brokerage account is to be
established) as set forth below.
6. Indemnification and Arbitration. The Subscriber confirms that all
information supplied by it is true, accurate, and complete, and shall
constitute representations, warranties, and covenants which shall
survive the execution, delivery, and acceptance of this Subscription
Agreement and the issuance and delivery of the Common Stock to the
Subscriber or his broker. The Subscriber recognizes that the offer to
him of Common Stock in the Company was based upon such
representations, warranties and covenants and hereby agrees to
indemnify the Company and to hold it harmless against any and all
liabilities, costs, or expenses (including reasonable attorneys' fees)
arising by reason of, or in connection with, any misrepresentation or
any breach of such representations, warranties or covenants by the
undersigned. Further, in the event that any dispute were to arise in
connection with this Agreement or with the undersigned's investment in
the Company, the undersigned agrees, prior to seeking any other relief
at law or equity, to submit the matter to binding arbitration in
accordance with the rules of the National Association of Securities
Dealers at a place to be designated by the Company.
C. MISCELLANEOUS.
The undersigned understands that the delivery of this Subscription Agreement and
the accompanying payment for shares is not effective, and the risk of loss of
same does not pass to the Placement Agent, until receipt by the Placement Agent
of this Subscription Agreement, or a facsimile hereof, properly completed and
duly executed in form satisfactory to the Company. All questions as to the form
of all documents and the validity of execution thereof will be determined by the
Company, in its sole discretion, which determination shall be final and binding.
Headings used herein are for convenience of reference only and shall not be
considered in construing the terms of this Subscription Agreement. This
Subscription Agreement shall be governed by, and construed in accordance with,
the laws of the State of Georgia.
Common Stock purchased by the undersigned shall be registered as listed below.
In the absence of any contrary instructions, all shares subscribed by two or
more individuals will be registered to such persons as joint tenants with rights
of survivorship. (If certificates for shares are to be issued, or a brokerage
account is to be established, in more than one name, please specify whether
ownership is to be as tenants in common, joint tenants, etc. If certificates for
shares are to be issued in the name of one person for the benefit of another, or
in a person's Individual Retirement Account (or other qualifying retirement
account), please indicate whether registration should be as trustee, custodian,
or holder of an XXX/Retirement Account for each person, and if as trustee,
please provide the full name and date of such trust.)
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IN WITNESS WHEREOF, the undersigned, acting with full authority and capacity has
executed, or caused to be executed, this Subscription Agreement as of the date
and year set forth below.
Date: , 2004
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PLEASE PRINT OR TYPE THE EXACT SUBSCRIBER NAME(S) IN WHICH THE UNDERSIGNED
DESIRES THE COMMON STOCK SUBSCRIBED FOR HEREBY TO BE REGISTERED:
Xxxxx X. Xxxxx
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Printed or Typed Name Additional Printed or Typed Name
(if applicable)
X /s/ Xxxxx X. Xxxxx X
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Signature* Additional Signature* (if applicable)
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Capacity in which Signing Capacity in which Signing
(if applicable) (if applicable)
Address(es), Including Zip Code:
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Area Code and Telephone Number(s):
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[ ] Check this box and complete the following if you would like all or any of
the shares for which you have subscribed to purchase above registered in
the name of a person(s) other than the person(s) in whose name this
Subscription Agreement has been executed above:
Register _____________ of the shares for which I have subscribed above in the following name(s):
(No. of Shares)
Name(s): Address(es):
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*If joint tenancy, tenancy-by-the entirety, or tenants in common is desired,
both names and signatures are required; if a corporation the Subscription
Agreement must be executed by its chief executive; if a trust, this Subscription
Agreement must be signed by all of the trustees; if a partnership, then this
Subscription Agreement must be signed by the general partner; and if a limited
liability company, then this Subscription Agreement must be signed by the
manager.
Please indicate by check xxxx in the appropriate box below the form of ownership
the desired for the Common Stock:
[_] Individual [_] Tenants in Common [_] Joint Tenants with Rights of Survivorship
[_] Trustee [_] Custodian [_] Beneficiary of XXX/Retirement Account
[_] Corporation [_] Partnership [_] Other __________________________
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(This area for Company use only)
Accepted as of this 19th day of March_________________, 2004, as to 1,000,000
shares of Common Stock.
EBANK FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx
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(Signature)
Name: Xxxxx X. Xxxxx
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Title: CFO
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IMPORTANT: COMPLETE SUBSTITUTE FORM W-9 HEREIN
TO PROVIDE TAXPAYER IDENTIFICATION NUMBER(S) AND
ADDITIONAL REQUIRED INFORMAITON
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