EXHIBIT 99.5
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:
Not Applicable
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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
ON THE SHARE CERTIFICATE(S): NUMBER(S): PREFERRED STOCK OWNED:
-------------------------------------------- ------------- ----------------------
Not Applicable
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):
--------------------------------- --------------------------------------
Not Applicable
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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 Phone: ( )
for any shares issued upon the Company's acceptance ---------------------------------------
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: 185,000 (AT $1.08 PER SHARE OF COMMON STOCK): $199,800
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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 GA (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: June 3, 2004
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 10 day of June, 2004, as to 185,000 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 INFORMATION
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