Subscription Agreement (terry L. Ferrero)

THE ISSUANCE OF SECURITIES REPRESENTED BY THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR THE GEORGIA SECURITIES ACT OF 1973 (THE "GEORGIA ACT"), OR ANY OTHER APPLICABLE STATE LAW, AND WAS MADE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE ACT AND THE GEORGIA ACT, INCLUDING WITHOUT LIMITATION, SECTION 10-5-9(13) OF THE GEORGIA ACT. THESE SECURITIES CANNOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH TRANSFER IS REGISTERED UNDER SUCH ACTS, OR EXCEPT AS OTHERWISE PERMITTED PURSUANT TO RULE 144 UNDER THE ACT OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT, AND AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.


EBANK FINANCIAL SERVICES, INC.
SUBSCRIPTION AGREEMENT


TO: ebank Financial Services Inc.
2410 Paces Ferry Road, Suite 190
Atlanta, Georgia 30339


Attention: James L. Box, Chief Executive Officer


Dear Sir:


The undersigned (the "Subscriber") hereby tenders his subscription to ebank Financial Services Inc., a Georgia corporation (the "Company"), on the terms and conditions hereinafter set forth:


1. SUBSCRIPTION FOR COMMON STOCK


Subscriber hereby irrevocably subscribes for and agrees to purchase the number of shares of the Company's common stock (the "Common Stock") as indicated below:


Number of shares of Common Stock subscribed for: 92,592 X $1.08 per share = Total Purchase Price: $99,999.36.


Simultaneously with the execution and delivery by Subscriber of this Subscription Agreement, Subscriber is delivering to the Company the Total Purchase Price for the Common Stock in the form of a check payable to "ebank Financial Services, Inc."


Subscriber acknowledges that the issuance of the Common Stock is not and will not be registered under the Securities Act of 1933 (the "Act"), or the securities laws of any state in reliance upon exemptions from registration contained in those respective laws, and that the Company's reliance


upon such exemptions is based in part upon Subscriber's representations, warranties and agreements contained in this Subscription Agreement. Subscriber acknowledges that this Subscription Agreement constitutes a valid and binding agreement on the Subscriber but not on the Company until accepted, and that certificates for the Common Stock will be delivered to Subscriber as soon as practicable after the Company accepts the Subscription Agreement.


2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER


In order to induce the Company to accept this subscription, Subscriber hereby represents, warrants and agrees as follows:


2.1 Subscriber represents that he is purchasing the Common Stock for his own account, with the intention of holding the Common Stock for investment, with no present intention of either (i) dividing, or allowing others to participate in, this investment or (ii) reselling or otherwise participating directly or indirectly in a distribution of, the Common Stock or any part thereof. Subscriber understands that the Common Stock has not been registered under the Act or under any state securities law in reliance on representations contained herein.


2.2 Subscriber represents that his financial condition is such that he is not under any present necessity or constraint to dispose of the Common Stock to satisfy any existing or contemplated debt or undertaking. Subscriber further understands that he must bear the economic risk of investment in the Company for an indefinite period (i.e., at the time of the investment, Subscriber has the ability to afford a complete loss).


2.3 Subscriber understands that the shares of Common Stock subject hereto are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Common Stock may be resold without registration under the Act only in certain limited circumstances. Subscriber acknowledges and agrees that he will not sell, transfer, or otherwise dispose of the Common Stock unless any such transfer is registered under the Act, or unless such sale, transfer, or other disposition would be in compliance with all applicable federal and state securities laws and regulations and Subscriber provides the Company with a legal opinion acceptable in form and substance to the Company and the Company's legal counsel stating that such sale, transfer or other disposition may be made without registration under the Act and under any other applicable laws and regulations.


2.4 Subscriber represents that he either personally or together with his offeree representative(s), possesses the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Stock.


2.5 Subscriber represents and acknowledges that Subscriber has been granted access to, and had the opportunity to review, financial and other information relating to the Company and all documents, records, and books pertaining to the Company and the terms and conditions of investment in the Common Stock, as well as such other information as Subscriber deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the merits and


risks of investment in the Common Stock, and that Subscriber understands that the books and records of the Company will continue to be made available to Subscriber for inspection upon reasonable notice, during reasonable business hours, at the principal place of business of the Company, prior to acceptance of this Subscription Agreement by the Company.


2.6 Subscriber has a pre-existing business or personal relationship with the Company or with one or more of the Company's officers, directors, or controlling persons. Subscriber and his advisers have had a reasonable opportunity to ask questions of and receive answers from the officers of the Company, or a person or persons acting on their behalf, con ...