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REPRESENTATIVE'S WARRANT EXHIBIT 1.3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT
AND SUCH LAWS.
Void after 4:00 P.M. New York Time, on______________2002
REPRESENTATIVE'S WARRANT TO PURCHASE UNITS
62,500 Units (each unit consisting of two common shares,
no par value ("Common Share") and one redeemable common share purchase
warrant ("Warrant") to purchase one Common Share at an
exercise price of $4.80
of
SURREY, INC.
This is to Certify that, for VALUE RECEIVED,
STUART, COLEMAN & CO., INC.
or registered assigned ("Holder") is entitled to purchase, subject to the
provisions of this Representative's Warrant, from Surrey, Inc., a Texas
corporation ("Company"), at any time on or after 10:00 A.M., ___________1998
and not later than 4:00 P.M. New York Time, on 2002, a date which does not
exceed five (5) years from Effective Date of the Registration Statement on Form
SB-2 File No. 333-35757 (the "Warrant Exercise Term"), [71,875] Units at a
purchase price per Unit of $.0005. The exercise price of a Unit in effect at
any time and as such may be adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price". Prior to the application, if any, of the
anti-dilution provisions contained herein, the Exercise Price relative to one
Unit or to a combination of two (2) shares and one (1) Warrant shall be $9.75
as such amount may be adjusted in accordance herewith. This Representative's
Warrant is one of a series of warrants identical in form issued by the Company
to purchase up to a maximum of 62,500 Units and the term "Representative's
Warrants" as used herein means all such representative's warrants (including
this Representative's Warrant).
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The Representative's Warrants referred to herein shall be
delivered to Stuart, Coleman & Co., Inc. in increments of thousand Units
Representative's Warrant certificates.
(a) Exercise of Representative's Warrant. Subject to the
provisions of Section (g) hereof, this Representative's Warrant may be
exercised in whole or in part at any time or from time to time on or
after___________1998 but not later than 4:00 P.M, on ___________2002, or if
2002 is a day on which banking institutions are authorized by law to close,
then on the next succeeding day which shall not be such a day, by presentation
and surrender hereof to the Company or at the office of its Transfer Agent, if
any, with the Purchase Form annexed hereto duly executed and accompanied by
payment of the Exercise Price for the number of Units, or the underlying
securities of the Units, as the case may be, specified in such form. The
Company shall bear the entire cost of all federal and state taxes (other than
any income taxes) as well as all transfer taxes relating to the exercise of the
Representative's Warrants referred to herein. If this Representative's Warrant
should be exercised in part only, the Company shall, upon surrender of this
Representative's Warrant for cancellation, execute and deliver a new
Representative's Warrant evidencing the right of the Holder to purchase the
balance of the Units, or the underlying securities, as the case may be,
purchasable hereunder. Upon receipt by the Company during the Warrant Exercise
Period of this Representative's Warrant at the office or agency of the Company,
in proper form for exercise with the Exercise Price, the Holder shall be deemed
to be the holder of record of the Units, or the underlying securities, as the
case may be, issuable upon such exercise, notwithstanding that the transfer
books of the Company shall then be closed or that certificates representing
such Units, or the underlying securities, as the case may be, shall not then be
actually delivered to the Holder.
(b) Reservation of Units. The Company hereby agrees that
at all times there shall be reserved for issuance and/or delivery upon exercise
of this Representative's Warrant such number of Common Shares [125,000] as
shall be required for issuance or delivery upon exercise of this
Representative's Warrant and an additional [62,500] Common Shares upon the
exercise of the Warrant included in the Units.
(c) Fractional Units. No fractional Units or Common Shares
or scrip representing fractional Units or Common Shares shall be issued
upon the exercise of this Representative's Warrant. With respect to any
fraction of a Unit called for upon any exercise hereof, the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the
current market value of such fractional Unit or Common Shares, determined as
follows:
(1) If the Unit or Common Shares are listed on a
national securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading in the NASDAQ
quotation system, the current value shall be the last reported sale
price of the Unit or Common Shares on such exchange or system on the
last business day prior to the date of exercise of this
Representative's Warrant
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or if no such sale is made on such day, the average of the closing bid
and asked prices for such day on such exchange or system; or
(2) If the Unit or Common Shares are not listed or
admitted to unlisted trading privileges, the current value shall be
the mean of the last reported bid and asked prices reported by the
National Quotation Bureau, Inc. on the last business day prior to the
date of the exercise of this Representative's Warrant, or
(3) If the Unit or Common Shares are not so listed
or admitted to unlisted trading privileges and bid and asked prices
are not so reported, the current value shall be an amount determined
in such reasonable manner as may be prescribed by the Board of
Directors of the Company, such determination to be final and binding
on the Holder.
(d) Exchange, Assignment or Loss of Representative's
Warrant. This Representative's Warrant is exchangeable, without expense, at
the option of the Holder, upon presentation and surrender hereof to the Company
or at the office of its transfer agent, if any, for other Representative's
Warrants of different denominations entitling the Holder thereof to purchase in
the aggregate the same number of Units, or underlying securities, as the case
may be, purchasable hereunder. The Representative's Warrant may not be sold,
hypothecated, transferred or assigned for one (1) year following the effective
date, except that it may be (i) assigned in whole or in part to or among the
officers of Stuart, Coleman & Co., Inc., and (ii) transferred by operation of
law as a result of the death of any transferee. Any such assignment shall be
made by surrender of this Representative's Warrant to the Company or at the
office of its transfer agent, if any, with the Assignment Form annexed hereto
duly executed. All funds required to pay taxes (other than any income tax or
stock transfer tax) shall be paid by the Company. Thereupon, the Company
shall, without charge, execute and deliver a new Representative's Warrant in
the name of the assignee named in such instrument of assignment and this
Representative's Warrant shall promptly be canceled. This Representative's
Warrant may be divided or combined with other Representative's Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its transfer agent, if any, together with a written notice
specifying the names and denominations in which new Representative's Warrants
are to be issued and signed by the Holder hereof. The term "Representative's
Warrant" as used herein includes any Representative's Warrants issued in
substitution for or replacement of this Representative's Warrant, or into which
this Representative's Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of loss, theft, destruction or
mutilation of this Representative's Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to it and
reimbursement to the Company of all reasonable expenses incidental thereto and
upon surrender and cancellation of this Representative's Warrant, if mutilated,
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the Company will execute and deliver a new Representative's Warrant of like
tenor and date in lieu of this Representative's Warrant.
(e) Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Holder are limited to those expressed in
the Representative's Warrant and are not enforceable against the Company except
to the extent set forth herein.
(f) Adjustment of Exercise Price and Number of Shares of
Common Stock and Warrants. After each adjustment of the Purchase Price
pursuant to this subsection (f), the number of shares of Common Stock
purchasable upon the exercise of each Warrant shall be the number of shares
receivable upon exercise thereof prior to such adjustment multiplied by a
fraction the numerator of which shall be the original Purchase Price of $9.75
and the denominator of which shall be such adjusted Purchase Price if any. The
Purchase Price shall be subject to adjustment as set forth below:
(l) In case the Company shall hereafter (i) pay a
dividend or make a distribution on its Common Stock in shares
of its capital stock (whether shares of Common Stock or of
capital stock of any other class), (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of
Common Stock any shares of capital stock of the Company, the
Purchase Price in effect immediately prior to such action shall
be adjusted so that the Holder of any Warrant thereafter
exercised shall be entitled to receive the number of shares
of capital stock of the Company which he would have owned
immediately following such action had such Warrant been
exercised immediately prior thereto. An adjustment made
pursuant to this subsection shall become effective immediately
after the record date in the case of a dividend and shall
become effective immediately after the effective date in the
case of a subdivision, combination or reclassification. If, as
a result of an adjustment made pursuant to this subsection, the
Holder of any Warrant thereafter exercised shall become
entitled to receive shares of two or more classes of capital
stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be described in a
statement filed with the Warrant Agent) shall determine the
allocation of the adjusted Purchase Price between or among
shares of such classes of capital stock.
(A) In any case in which this Subsection (f)(l)
shall require that an adjustment to the Purchase Price
be made immediately following a record date, the
Company may elect to defer (but only until five business
days following the filing by the Company with the
Warrant Agent of the certificate of independent public
accountants described in Subsection (f)(4)(A)) issuing
to the Holder of any Warrants exercised after such
record date the shares of Common
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Stock and other capital stock of the
Company issuable upon such exercise over and
above the shares of Common Stock and other
capital stock of the Company issuable upon such
exercise on the basis of the Purchase Price
prior to adjustment.
(B) No adjustment in the Purchase
Price shall be required to be made unless such
adjustments would require an increase or
decrease of at least $.05; provided however,
that any adjustments which by reason of this
subsection are not required to be made shall be
carried forward and taken into account in any
subsequent adjustment. All calculations under
this subsection (f) shall be made to the
nearest cent or to the nearest one hundredth of
a share as the case may be.
(C) No adjustment of the Purchase
Price shall be made except on the conditions
set forth in this subsection (f). Without
limitation to the foregoing, there shall be no
adjustment pursuant to this subsection (f)
should the Company issue any capital stock for
cash or other consideration on equivalent terms
to the price paid for the Common Stock which
has been approved by the Board of Directors of
the Company.
(2) In case of any reclassification or change
of outstanding shares of Common Stock issuable upon
exercise of the Warrants (other than a change from no
par value to par value or as a result of a subdivision
or combination), or in case of any consolidation or
merger of the Company with or into another corporation
(other than a merger with a Subsidiary in which merger
the Company is the continuing corporation and which
does not result in any reclassification or change of
the then outstanding shares of Common Stock or other
capital stock issuable upon exercise of the Warrants
other than a change from no par value to par value) or
in the case of any sale or conveyance to another
corporation of the property of the Company as an
entirety or substantially as an entirety, then, as a
condition of such reclassification, change,
consolidation, merger, sale or conveyance, the Company,
or such successor or purchasing corporation, as the
case may be, shall make lawful and adequate provision
whereby the Holder of each Warrant then outstanding
shall have the right thereafter to receive on exercise
of such Warrant the kind and amount of shares of stock
and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale,
or conveyance by a holder of the number of shares of
Common Stock issuable upon exercise of such Warrant
immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance and the
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Company or its successors shall forthwith file at the office of
the Warrant Agent a statement setting forth such provisions signed
by (i) its Chairman of the Board or Chief Executive Officer or Vice
Chairman of the Board or President or a Vice President and (ii) by
its Treasurer or an Assistant Treasurer or its Secretary or an
Assistant Secretary evidencing such provisions. Such provisions
shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in
subsection (f). The above provisions of this subsection (f) shall
similarly apply to successive reclassifications and changes of
shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
(3) Before taking any action which would cause an
adjustment reducing the Purchase Price below the then par value of
the shares of Common Stock issuable upon exercise of the Warrants,
the Company will take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and nonassessable shares of the Company
at such adjusted Purchase Price.
(4)(A) Upon any adjustment of the Purchase Price
required to be made pursuant to this subsection (f), the Company
within 30 days thereafter shall (i) cause to be filed with the
Warrant Agent a certificate of a firm of independent accountants
setting forth the Purchase Price after such adjustment and setting
forth in reasonable detail the method of calculation and the facts
upon which such calculation is based, which certificate shall be
conclusive evidence of the correctness of such adjustment, and (ii)
cause to be mailed to each of the Holders of the Warrant
Certificates written notice of such adjustment. Where appropriate,
such notice may be given in advance and included as a part of the
notice required to be mailed under the provisions of subsection
(f)(4)B).
(B) In case at any time:
(i) The Company shall declare any
dividend upon its Common Stock payable otherwise than in cash or in Common
Stock of the Company; or
(ii) The Company shall offer for
subscription to the holders of its Common Stock any additional shares of stock
of any class or any other securities convertible into shares of stock or any
rights to subscribe thereto; or
(iii) There shall be any capital
reorganization or reclassification of the capital stock of the Company, or a
sale of all or substantially all of the assets of the Company, or a
consolidation or merger of the Company with another
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corporation (other than a merger with a Subsidiary in which merger the Company
is the continuing corporation and which does not result in any reclassification
or change of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the Warrants other than a change from no par value to
par value); or
(iv) There shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in any
one or more of said cases, the Company shall cause to be mailed to each of the
Holders of the Warrant Certificates, at the earliest practicable time (and, in
any event, not less than 20 days before any record date or other date set for
definitive action), written notice of the date on which the books of the
Company shall close or a record shall be taken for such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also set
forth such facts as shall indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the Purchase Price and
the kind and amount of the shares of stock and other securities and property
deliverable upon exercise of the Warrants. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said dividend, distribution or subscription rights or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up as the case may be (on which date, in
the event of voluntary or involuntary dissolution, liquidation or winding up of
the Company, the right to exercise the Warrants shall terminate).
(C) Without limiting the obligation of the
Company to provide notice to the Holders of the Warrant
Certificates of corporate actions hereunder, it is
agreed that failure of the Company to give notice shall
not invalidate such corporate action of the Company.
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(g) Registration under the Securities Act of 1933.
(1) In the event the Company files a registration
statement (defined herein to include a Notification under Regulation A
under the Act and the Offering Circular included therein), which
relates to a current offering of securities of the Company (except in
connection with an offering to employees or by a Form S-4 or any
successor forms thereto or such other form as would not allow the
registration of such securities), the Company will use its best efforts
to include in such registration statement and prospectus included
therein, at the written request to the Company by the Holders of
Representative's Warrants or Representative's Warrant Units, or the
underlying securities, as the case may be, as hereinafter defined,
acquired upon exercise of the Representative's Warrants and/or which
may be acquired upon exercise of the Representative's Warrants
(collectively referred to as the "Representative's Warrant Units"), the
securities underlying the Representative's Warrants so as to permit the
public sale thereof in compliance with the Act; provided, however, that
the Company is not required to include such securities in any
underwritten portion of such offering; and further provided, if a
greater number of securities is offered for participation in the
proposed offering than in the reasonable opinion of the managing
underwriter of the proposed offering can be accommodated without
adversely affecting the proposed offering, then the amount of the
securities underlying the Representative's Warrant proposed to be
offered by such Holders for registration, as well as the number of
securities of any other selling holders participating in the
registration, shall be proportionately reduced to a number deemed
satisfactory by the managing underwriter. The Company shall give
written notice by Certified mail to the Holders of its intention to
file a registration statement under the Act relating to a current
offering of the aforesaid securities of the Company, 30 or more days
prior to the filing of such registration statement, and the written
request provided for in the first sentence of this subsection (which
request shall specify the number and interest in the Representative's
Warrant Units intended to be sold or disposed of by such Holder and
describe the nature of any proposed sale or other disposition thereof)
shall be made by the owners 20 or more days prior to the date specified
in the notice as the date on which it is intended to file such
registration statement. Neither the delivery of such notice by the
Company nor of such request by the Holders shall in any way obligate
the Company to file such registration statement and notwithstanding the
filing of such registration statement, the Company may, at any time
prior to the effective date thereof, determine not to offer the
securities to which such registration statement relates, without
liability to the Holders. The foregoing provisions of this
subparagraph (1) shall apply only with respect to registration
statement(s) filed in the period commencing on____________ 1998 and
ending four years thereafter.
(2) In addition, on one occasion, at the sole
expense of the Company, upon the written notice at any time after
____________1998, and on or
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before four years thereafter from the Representative that it
contemplates the transfer of all or any of its Representative's
Warrants and/or the Representative's Warrant Units under such
circumstances that a public offering, within the meaning of the Act, of
the Representative's Warrants and/or the Representative's Warrant Units
will be involved, the Company, as promptly as possible after receipt of
such notice, shall file a new registration statement or, if available,
a Notification under Regulation A under the Act, with respect to the
offering and sale or other disposition of the Representative's Warrants
and/or the Representative's Warrant Units with respect to which it
shall have received such notice. Within ten (10) days after receiving
any such notice, the Company shall give notice to the other Holders of
the Representative's Warrants advising that the Company is proceeding
with such registration statement or Notification and offering to
include therein Representative's Warrants and/or the Representative's
Warrant Units of such Holders. The Company shall not be obligated to
any such other Holder unless such other Holder shall accept such offer
by notice in writing to the Company within ten days thereafter. The
Company shall pay the costs and expenses thereof, for one time only,
which costs and expenses shall include "Blue Sky" filing fees to
qualify the Representative's Warrants and/or the Representative's
Warrant Units in those jurisdictions reasonably requested by the
Representative.
(3) In each instance in which pursuant to
subsections (1) and (2) of this Section, the Company shall take
any action to permit a public offering or sale or other distribution
of the Representative's Warrants and/or the Representative's Warrant
Units, the Company shall:
(A) Supply to Stuart, Coleman & Co., Inc.
as Representative of the Holders intending to make a
public distribution of the securities thereof (the Holder by
its receipt of this Representative's Warrant hereby
acknowledging its appointment of Stuart, Coleman & Co., Inc. as
the representative for purposes of this Representative's
Warrant), two executed copies of each registration statement or
Notification and a reasonable number of copies of the
preliminary, final and other prospectus or offering circular in
conformity with requirements of the Act and the Rules and
Regulations promulgated thereunder and such other documents as
Stuart, Coleman & Co., Inc. shall reasonably request.
(B) Cooperate in taking such action as may
be necessary to register or qualify said securities under such
other securities acts or blue sky laws of such jurisdictions as
the Representative shall reasonably request and to do any and
all other acts and things which may be necessary or advisable
to enable the Holders thereof to consummate such proposed sale
or other disposition of the such securities in any such
jurisdiction; provided, however, that in no event shall the
Company be obligated, in connection therewith, to
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qualify to do business or to file a general consent to service
of process in any jurisdiction where it shall not then be
qualified.
(C) Keep effective for a period of not less
than ninety (90) days after the initial effectiveness thereof
all such registrations or Notifications under the Act and
cooperate in taking such action as may be necessary to keep
effective such other registrations and qualifications, and do
any and all other acts and things for such period - not to
exceed ninety (90) days - as may be necessary to permit the
public sale or other disposition of such securities by such
Holders.
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(D) Indemnify and hold harmless each such
Holder and the Representative, within the meaning of the Act,
who may purchase from or sell for any such Holder, such
securities, from and against any and all losses, claims,
damages and liabilities (including, but not limited to, any and
all expenses whatsoever reasonably incurred in
investigating, preparing, defending or settling any claim)
arising from (i) any untrue statement of a material fact
contained in any registration statement or Notification
furnished pursuant to Clause (A) of this subsection, or any
prospectus or offering circular included therein or (ii) any
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading (unless such untrue statement or omission was based
upon information furnished or required to be furnished in
writing to the Company by such Holder or Representative or
several Underwriters expressly for use therein), which
indemnification shall include each person, if any, who controls
any such Holder or Representative or several Underwriters
within the meaning of the Act; provided, however, that the
Company shall not be so obligated to indemnify any such Holder
or Representative or several Underwriters or controlling person
unless such Holder and Representative or several Underwriters
shall at the same time indemnify the Company, its directors,
each officer signing any registration statement or Notification
or any amendment to any registration statement or Notification
and each person, if any, who controls the Company within the
meaning of the Act, from and against any and all losses,
claims, damages and liabilities (including, but not limited to,
any and all expenses whatsoever reasonably incurred in
investigating, preparing, defending or settling any claim)
arising from (iii) any untrue statement of a material fact or
any amendment to any registration statement or Notification or
prospectus or offering circular furnished pursuant to Clause
(A) of this subsection, or (iv) any omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, but the indemnity
of such Holder, Representative or several Underwriters or
controlling person shall be limited to liability based upon
information furnished, or required to be furnished, in writing
to the Company by such Holder or Representative or several
Underwriters or controlling person expressly for use therein.
The indemnity agreement of the Company herein shall not inure
to the benefit of any such Representative or Holder or several
Underwriters (or to the benefit of any person who controls such
Representative or Holder or several Underwriters) on account of
any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arising from the sale of any of
such securities by such Representative or Holder or several
Underwriters to any person if such Representative or Holder or
several Underwriters failed to send or give a copy of the
prospectus or offering circular furnished pursuant to Clause
(A)
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of this subsection, as the same may then be supplemented or
amended if such supplement or amendment shall have been
furnished to Stuart, Coleman & Co., Inc. pursuant to said
Clause (A)), to such person with or prior to the written
confirmation of the sale involved.
The Company's obligation under this subsection (k)
shall be conditioned as to such public offering, upon a timely receipt
by the Company in writing of:
(A) Information as to the terms of such
public offering furnished by or on behalf of each Holder
intending to make a public distribution of his, her or its
Representative's Warrants or Representative's Warrant Units;
and
(B) Such other information as the Company
may reasonably require from such Holders, or the Representative
or the several Underwriters, for inclusion in such registration
statement or Notification or post effective amendment.
The Company's agreements with respect to the
Representative's Warrants or Representative's Warrant Units in
this Section will continue in effect regardless of the exercise
or surrender of this Representative's Warrant.
(4) Any notices or certificates by the Company to
the Holder and by the Holder to the Company shall be deemed
delivered if in writing and delivered personally or sent by certified
mail: (i) if to the Holder, addressed to him or her in care of Stuart,
Coleman & Co., Inc. or, if the Holder has designated, by notice in
writing to the Company, any other address, to such other address; and,
(ii) if to the Company, addressed to it, Mr. John van der Hagen,
President, Surrey, Inc., 13110 Trails End Road, Leander, Texas 78641.
The Company may change its address by written notice to the
Representative. Notwithstanding the foregoing, the Company shall not be
required to include in any registration statement any securities which
may then be sold, without limitation, by the Holder without
registration pursuant to Rule 144 under the Act or any successor rules
or regulations.
(h) Transfer to Comply with the Securities Act of 1933.
(1) This Representative's Warrant or
Representative's Warrant Units or any other security issued or issuable
upon exercise of this Representative's Warrant may not be offered or
sold or otherwise transferred except in conformity with the Act and
applicable state securities laws (in the opinion of counsel
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satisfactory to the Company), and then only against receipt by the
Company of an agreement of such person to whom such offer of sale or
transfer is made to comply with the provisions of this Section (l) with
respect to any resale or other disposition of such securities.
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(2) The Company may cause the following legend to
be set forth on each Representative's Warrant and certificate
representing Representative's Warrant Units or any other security
issued or issuable upon exercise of this Representative's Warrant not
theretofore distributed to the public or sold to underwriters for
distribution to the public pursuant to Section (k) hereof, unless
counsel for the Company is of the opinion as to any such certificate
that such legend is unnecessary:
The securities represented by this certificate and
certificates may not be offered for sale, sold or otherwise
transferred except pursuant to an effective Registration
Statement made under the Securities Act of 1933 (the "Act")
and applicable state securities laws, or pursuant to an
exemption from registration under the Act, if available, and
such laws.
(i) Applicable Law. This Representative's Warrant shall be
governed by, and construed in accordance with, the laws of the State of New
York.
SURREY, INC.
By:___________________________________
John van der Hagen, President
Date:
Attest
___________________________
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PURCHASE FORM
Dated ______________________, 19__
The undersigned hereby irrevocably elects to exercise the within
Representative's Warrant to the extent of purchasing ________ Units and hereby
makes payment of $____________________ in payment of the actual exercise price
thereof.
_____________
INSTRUCTIONS FOR REGISTRATION OF UNITS
Name _____________________________
Address __________________________
Signature ________________________
_____________
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________
hereby sells, assigns and transfers unto
Name ____________________________
Address _________________________
the right to purchase Units represented by this Representative's Warrant to the
extent of ______________ Units as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________________,
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Signature _____________________________
Dated _________________________, 19__.
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