Form of Certificate for the Series B Preferred Stock



 [EXHIBIT 4.2] 
  

			
	[FORM OF SERIES B PREFERRED STOCK CERTIFICATE]	  	


			
		
	 THIS CERTIFICATE IS TRANSFERABLE
 IN MT. AIRY,
NORTH CAROLINA
	  	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF NORTH CAROLINA

		
	NUMBER	  	SHARES
	0001	  	2,000

 SURREY BANCORP 
 Fixed Rate Cumulative Perpetual Preferred Stock, Series B, no par value (the “Shares”) 
 This Certifies
that United States Department of the Treasury is the owner of two thousand and no/100 fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed. 
  

			
	In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation.	  	

 [SEAL] 
 Dated: January 9, 2009 
  

					
	 /s/    Mark H. Towe
	  		  	 /s/    Edward C. Ashby, III

	Mark H. Towe	  		  	Edward C. Ashby, III
	Treasurer	  		  	President








 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT
THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE
ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY
OF WHICH IS ON FILE WITH THE ISSUER. 
 THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. 
 The Corporation will
furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or
special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative
rights and preferences of other series. 
 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. Additional abbreviations may also be used though not in the list. 
  

					
		 	 TEN COM – as tenants in common
	  	UNIF GIFT MIN ACT –                      Custodian       
       (Minor)
		 	 TEN ENT – as tenants by the entireties
	  	under Uniform Gifts to Minors
Act                      (State)      
		 	 JT TEN – as joint tenants with right of survivorship
	  	UNIF TRF MIN ACT –                      Custodian       
        (Minor)
		 	                     and not as tenants in
common
	  	under                      (State) Uniform Transfer to
Minors Act      

  

									
	For value received, the undersigned hereby sells, assigns and transfers unto	  	 	 	[	 	 	 	]
		  	Please Print or Typewrite Name and Address of Assignee	 		 	 Please Insert Social Security Number or Other Identifying Number of Assignee
	 	

  

					
	 	  	 	  	


							
	 	  	Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints	 	 	  	
	 	  	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.