Exhibit
4.1


 


THE
REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT
FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF MAXIM GROUP LLC OR OF ANY SUCH UNDERWRITER
OR SELECTED DEALER.


 


SURGEPAYS,
INC.


WARRANT


 


	Warrant
    No. 1	Original
    Issue Date: November 4, 2021


 


SurgePays,
Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, Maxim Group LLC or its
registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 230,000 shares of Common
Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at any time
and from time to time from and after the 181st day (the “Commencement Date”) immediately following the
date of effectiveness of that certain registration statement on Form S-1 (File No. 333-233726) filed by the Company, in accordance with
FINRA Rule 5110(g)(1), and through and including the five year anniversary of the date of effectiveness of that certain registration
statement on Form S-1 (File No. 333-233726), which such date is November 1, 2026 (the “Expiration Date”), and subject
to the following terms and conditions:


 


1.
Definitions. As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 144.


 


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Common
Stock” means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock may
hereafter be reclassified or for which it may be exchanged as a class.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exercise
Price” means $4.73, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another
Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property.


 


“New
York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant.


 






    	 



    	 



    

 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule
144” means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially
the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange
Commission under the Exchange Act.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on
any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC Markets Group, Inc.
(or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market,
the NASDAQ Capital Market, OTC Bulletin Board, or the OTC Markets Group, Inc. OTCQX or OTCQB tier on which the Common Stock is listed
or quoted for trading on the date in question.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of this Warrant.


 


2.
Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


 


3.
Transfers.


 


(a)
The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with
the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration
or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.


 


(b)
This Warrant may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180
days immediately following the date of effectiveness of that certain registration statement on Form S-1 (File No. 333-233726) filed by
the Company, except as provided in FINRA Rule 5110(g)(2).


 


4.
Exercise and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time
from and after the 181st day immediately following the date of effectiveness of that certain registration statement on Form
S-1 (File No. 333-233726) filed by the Company, in accordance with FINRA Rule 5110(g)(1), and through and including the Expiration Date.
At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become
void and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected
Holder.


 






    	 



    	 



    

 


5.
Delivery of Warrant Shares.








 


(a)
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares
represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with
the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied
by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than
three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
issuable upon such exercise. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement
covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best
efforts to deliver Warrant Shares hereunder electronically through the Depository Trust & Clearing Corporation or another established
clearing corporation performing similar functions, if available, provided, that, the Company may, but will not be required to
change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation.
A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice
(with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the
number of Warrant Shares so indicated by the Holder to be purchased.


 


(b)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash
to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the Date of Exercise
and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In.


 


(d)
The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge
to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant
Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise
as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such
other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant
is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant.


 




    	 



     


    

 


8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of
this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued
and fully paid and nonassessable.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of
shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant
to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b)
Fundamental Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s
right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant
to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the
provisions of this paragraph (b) and ensuring that the Warrant (or any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.


 


(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.


 




    	 



     


    

 


(d)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of
this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which
such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to
the Company’s Transfer Agent.


 


(f)
Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the
Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction (but
only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder) at least
10 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate
in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to ensure that the Holder
is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.


 


10.
Payment of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)
Cash Exercise. The Holder may deliver immediately available funds; or


 


(b)
Cashless Exercise. The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which
event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


X
= Y [(A-B)/A]


where:


X
= the number of Warrant Shares to be issued to the Holder.


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


A
= the average of the daily volume weighted average price for the five Trading Days immediately prior to (but not including) the Exercise
Date.


B
= the Exercise Price.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally issued.


 


11.
Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that,
following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its
Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes
of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including
for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict
the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or
other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant.
This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section may
be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this
restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification
or amendment of this Section will be void ab initio.


 




    	 



     


    

 


12.
No Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 


13.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading Day,
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day,
(iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company,
to 3124 Brother Blvd., Suite 410, Bartlett, TN 38133, Attn: Chief Executive Officer, or to Facsimile No.: [ ] (or such other address
as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile number
appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with
this Section.


 


14.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent
under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


15.
Miscellaneous.


 


(a)
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company
and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on waivers and amendments
set forth in Section 11 of this Warrant.


 


(b)
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions
herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject
to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each
party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a
Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 




    	 



     


    

 


(c)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


[signature
page follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	SURGEPAYS,
    INC.
	 	 	 
	 	By:	 
	 	Name:	 Kevin
    Brian Cox
	 	Title:	 Chief
    Executive Officer


 




    	 



     


    

 


EXERCISE
NOTICE


SURGEPAYS,
INC.


WARRANT
DATED [ ], 2021


 


The
undersigned Holder hereby irrevocably elects to purchase _____________ shares of Common Stock pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


	(1)	The
undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.

	 	 
	(2)	The
    holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.
	 	 
	(3)	Pursuant
to this Exercise Notice, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of the Warrant.

	 	 
	(4)	By
    its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
    evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance
    with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of this Warrant to which this notice
    relates.


 


	

    Dated:
    ___________, ___
	

    Name
    of Holder: _________________________________

	 	 	 






	 	(Print)	 
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)


 






    	 



    	 



    

 


Warrant
Shares Exercise Log


 


	Date	 	Number
    of Warrant Shares Available to be Exercised	 	Number
    of Warrant Shares Exercised	 	Number
    of Warrant Shares Remaining to be Exercised


 


 




    	 



     


    

 


SURGEPAYS,
INC.


WARRANT
DATED [ ], 2021


WARRANT
NO. [ ]


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the
above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney
to transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated:
_______________, ____


_______________________________________


(Signature
must conform in all respects to name of holder as specified on the face of the Warrant)


_______________________________________


Address
of Transferee


_______________________________________


_______________________________________


In
the presence of:


__________________________