Homebanc Corp Watch

from 10-K 2 pages The Securities Represented by This Certificate Are Subject to Restrictions on Transfer for the Purpose of Maintaining the Corporation’s Status as a Real Estate Investment Trust (“REIT”) Under the Internal Revenue Code of 1986, as Amended (The “Code”), and for Certain Other Purposes Under the Code. Except as Expressly Provided or Permitted in the Corporation’s Articles of Incorporation, (I) No Person May Beneficially Own or Constructively Own Shares More Than 9.8% of (A) the Aggregate Market Price of All Outstanding Shares of All Classes and Series or (B) the Number or Aggregate Market Price (Whichever Is More Restrictive) of All Outstanding Shares of Common Stock, (II) No Person May Engage in Any Transfer That, if Effective, Would Result in the Shares Being Beneficially Owned by Fewer Than 100 Persons (Determined Under the Principles of Section 856(a)(5) of the Code), (III) No Person May Beneficially Own Shares That Would Result in the Corporation Being “Closely Held” Under Section 856(h) of the Code (Without Regard to Whether the Ownership Interest Is Held During the Last Half of a Taxable Year), (IV) No Person May Beneficially Own or Constructively Own Shares That Would Cause the Corporation to Constructively Own 10% or More of the Ownership Interests in a Tenant of the Corporation’s Real Property, Within the Meaning of Section 856(d)(2)(b) of the Code, (V) No Disqualified Person May Beneficially Own Shares, and (VI) No Person May Otherwise Engage in Any Transfer That, if Effective, Would Result in the Termination of the Status of the Corporation as a REIT Under the REIT Provisions of the Code. Copies of the Full Restrictions Contained in the Corporation’s Articles of Incorporation May Be Obtained Upon Request From the Corporation. the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations

from 8-A12B 2 pages Form of Series a Preferred Stock Certificate

from 8-A12B 9 pages Homebanc Corp. Articles of Amendment Designating 10% Series a Cumulative Redeemable Preferred Stock I

from S-3 21 pages Form of Guarantee Agreement Between [Homebanc Corp.][homebanc Mortgage Corporation] as Guarantor, and Wilmington Trust Company as Guarantee Trustee, Dated as of [Closing Date] Hmb Capital Trust [ ] Certain Sections of This Guarantee Agreement Relating to Sections 310 Through 318 of the Trust Indenture Act of 1939: (I) Trust Indenture Guarantee Agreement

from S-3 70 pages Form of Amended and Restated Declaration of Trust Among [Homebanc Corp.][homebanc Mortgage Corporation] as Depositor, Wilmington Trust Company as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and John Kubiak and James Krakau as Administrators Dated as of [ ] Hmb Capital Trust [ ] Hmb Capital Trust [ ] Certain Sections of This Trust Agreement Relating to Sections 310 Through 318 of the Trust Indenture Act of 1939

from S-3 5 pages Declaration of Trust of Hmb Capital Trust III

from S-3 5 pages Declaration of Trust of Hmb Capital Trust II

from S-3 1 page Certificate of Trust of Hmb Capital Trust III

from S-3 1 page Certificate of Trust of Hmb Capital Trust II

from S-3 75 pages Homebanc Mortgage Corporation to U.S. Bank National Association, as Trustee Indenture Dated as of August , 2005 Subordinated Debt Securities

from S-3 75 pages Homebanc Corp. to U.S. Bank National Association, as Trustee Indenture Dated as of August , 2005 Subordinated Debt Securities

from S-3 73 pages Homebanc Mortgage Corporation to U.S. Bank National Association as Trustee Indenture Dated as of August , 2005 Senior Debt Securities

from S-3 73 pages Homebanc Corp. to U.S. Bank National Association as Trustee Indenture Dated as of August , 2005 Senior Debt Securities

from S-8 80 pages Homebanc Mortgage Corporation 401(k) Retirement Plan Amended and Restated Effective April 1, 2005

from S-11/A 2 pages Form of Common Stock Certificate

from S-11 2 pages Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within-Named Corporation With Full Power of Substitution in the Premises. Dated, in Presence of Notice: The Signature to This Assignment Must Correspond With the Name as Written Upon the Face of the Certificate in Every Particular, Without Alteration or Enlargement, or Any Change Whatever