Unassociated Document


    


    
      	 	
              WARRANT

            	 
	
              NO.
                SUFH - ___

            	
              SURFECT
                HOLDINGS, INC.

            	
              ________
                Shares

            
	 	 	 


    

    WARRANT
      TO PURCHASE COMMON STOCK

     

    VOID
      AFTER 5:30 P.M., EASTERN 

    TIME,
      ON THE EXPIRATION DATE

     

    THIS
      WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”),
      AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED
      WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
      APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
      THEREFROM.

     

    FOR
      VALUE
      RECEIVED, SURFECT HOLDINGS, INC., a Delaware corporation (the “Company”),
      hereby agrees to sell upon the terms and on the conditions hereinafter set
      forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as
      hereinafter defined) to ________________
      or
      registered assigns (the “Holder”),
      under
      the terms as hereinafter set forth, __________________
      (_____________)
      fully
      paid and non-assessable shares of the Company’s Common Stock, par value $0.0001
      per share (the “Warrant
      Stock”),
      at a
      purchase price of EIGHT CENTS ($0.08) per share (the “Warrant
      Price”),
      pursuant to this warrant (this “Warrant”).
      The
      number of shares of Warrant Stock to be so issued and Warrant Price are subject
      to adjustment in certain events as hereinafter set forth. The term “Common
      Stock”
shall
      mean, when used herein, unless the context otherwise requires, the stock and
      other securities and property at the time receivable upon the exercise of this
      Warrant.

     

    1. Exercise
      of Warrant.

     

    a. The
      Holder may exercise this Warrant according to its terms by (i) surrendering
      this
      Warrant, properly endorsed, to the Company at the address set forth in Section
      10, (ii) the subscription form attached hereto having then been duly executed
      by
      the Holder (the “Form
      of Exercise”),
      and
      (iii) payment of the purchase price being made to the Company for the number
      of
      shares of the Warrant Stock specified in the subscription form, or as otherwise
      provided in this Warrant, prior to 5:30 p.m., Eastern Time, on December __,
      2012
(the
      “Expiration
      Date”).
      Such
      exercise shall be effected by the surrender of the Warrant, together with a
      duly
      executed copy of the Form of Exercise, to Company at its principal office and
      (i) the payment to the Company of an amount equal to the aggregate Warrant
      Price
      for the number of shares of Warrant Stock being purchased in cash, certified
      check or bank draft or (ii) by surrendering such number of shares of Warrant
      Stock received upon exercise of this Warrant with a Fair Market Value (as
      defined below) equal to the aggregate Warrant Price for the Warrant Stock being
      purchased (a “Cashless Exercise”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. If
      the
      Holder elects the Cashless Exercise method of payment, the Company shall issue
      to the Holder a number of shares of Warrant Stock determined in accordance
      with
      the following formula:

     

    X
       = Y(A
      -
      B)

    A

     

    
      	
               with:

            	
              X =

            	the number of shares of Warrant Stock
              to be
              issued to the Holder;
	 	 	 
	 	
              Y = 

            	the number of shares of Warrant Stock
              with
              respect to which the Warrant is being exercised;
	 	 	 
	 	
              A= 

            	the fair value per share of Common
              Stock on
              the date of exercise of this Warrant;
              and 
	 	 	 
	 	
              B
                = 

            	the then-current Warrant Price of
              the Warrant


    

     

    For
      the
      purposes of this Section 1(b), “fair value” per share of Common Stock shall mean
      (A) the average of the closing sales prices, as quoted on the primary national
      or regional stock exchange on which the Common Stock is listed, or,
      if not
      listed,
      the OTC
      Bulletin Board if quoted thereon, on the ten
      (10)
      trading
      days immediately preceding the date on which the Form of Exercise is deemed
      to
      have been sent to the Company, or (B) if the Common Stock is not publicly traded
      as set forth above, as reasonably and in good faith determined by the Board
      of
      Directors of the Company as of the date which the notice of exercise is deemed
      to have been sent to the Company.

    


    c. This
      Warrant may be exercised in whole or in part so long as any exercise in part
      hereof would not involve the issuance of fractional shares of Warrant Stock.
      If
      exercised in part, the Company shall deliver to the Holder a new Warrant,
      identical in form, in the name of the Holder, evidencing the right to purchase
      the number of shares of Warrant Stock as to which this Warrant has not been
      exercised, which new Warrant shall be signed by the Chairman, Chief Executive
      Officer or President and the Secretary or Assistant Secretary of the Company.
      The term Warrant as used herein shall include any subsequent Warrant issued
      as
      provided herein.

     

    d. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. The Company shall pay cash in lieu of fractions
      with respect to the Warrants based upon the fair market value of such fractional
      shares of Common Stock (which shall be the closing price of such shares on
      the
      exchange or market on which the Common Stock is then traded) at the time of
      exercise of this Warrant.

     

    e. In
      the
      event of any exercise of the rights represented by this Warrant, a certificate
      or certificates for the Warrant Stock so purchased, registered in the name
      of
      the Holder, shall be delivered to the Holder within a reasonable time after
      such
      rights shall have been so exercised. The person or entity in whose name any
      certificate for the Warrant Stock is issued upon exercise of the rights
      represented by this Warrant shall for all purposes be deemed to have become
      the
      holder of record of such shares immediately prior to the close of business
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      and any applicable taxes was made, irrespective of the date of delivery of
      such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the opening of business
      on
      the next succeeding date on which the stock transfer books are open. The Company
      shall pay any and all documentary stamp or similar issue or transfer taxes
      payable in respect of the issue or delivery of shares of Common Stock on
      exercise of this Warrant.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    2. Disposition
      of Warrant Stock and Warrant.

     

    a. The
      Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
      pursuant hereto are, as of the date hereof, not registered: (i) under the
      Securities Act of 1933, as amended (the “Act”),
      on
      the ground that the issuance of this Warrant is exempt from registration under
      Section 4(2) of the Act as not involving any public offering or (ii) under
      any
      applicable state securities law because the issuance of this Warrant does not
      involve any public offering; and that the Company’s reliance on the Section 4(2)
      exemption of the Act and under applicable state securities laws is predicated
      in
      part on the representations hereby made to the Company by the Holder that it
      is
      acquiring this Warrant and will acquire the Warrant Stock for investment for
      its
      own account, with no present intention of dividing its participation with others
      or reselling or otherwise distributing the same, subject, nevertheless, to
      any
      requirement of law that the disposition of its property shall at all times
      be
      within its control.

     

    The
      Holder hereby agrees that it will not sell or transfer all or any part of this
      Warrant and/or Warrant Stock unless and until it shall first have given notice
      to the Company describing such sale or transfer and furnished to the Company
      either (i) an opinion, reasonably satisfactory to counsel for the Company,
      of
      counsel (skilled in securities matters, selected by the Holder and reasonably
      satisfactory to the Company) to the effect that the proposed sale or transfer
      may be made without registration under the Act and without registration or
      qualification under any state law, or (ii) an interpretative letter from the
      Securities and Exchange Commission to the effect that no enforcement action
      will
      be recommended if the proposed sale or transfer is made without registration
      under the Act.

     

    b. If,
      at
      the time of issuance of the shares issuable upon exercise of this Warrant,
      no
      registration statement is in effect with respect to such shares under applicable
      provisions of the Act, the Company may at its election require that the Holder
      provide the Company with written reconfirmation of the Holder’s investment
      intent and that any stock certificate delivered to the Holder of a surrendered
      Warrant shall bear legends reading substantially as follows:

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
      OF
      THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    In
      addition, so long as the foregoing legend may remain on any stock certificate
      delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby
      on
      its books and records and with those to whom it may delegate registrar and
      transfer functions.

     

    3. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon the exercise of this Warrant such number of shares of its Common Stock
      as
      shall be required for issuance upon exercise of this Warrant. The Company
      further agrees that all shares which may be issued upon the exercise of the
      rights represented by this Warrant will be duly authorized and will, upon
      issuance and against payment of the exercise price, be validly issued, fully
      paid and non-assessable, free from all taxes, liens, charges and preemptive
      rights with respect to the issuance thereof, other than taxes, if any, in
      respect of any transfer occurring contemporaneously with such issuance and
      other
      than transfer restrictions imposed by federal and state securities
      laws.

     

    4. Exchange,
      Transfer or Assignment of Warrant.
      This
      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 stock
      transfer agent, if any, for other Warrants of different denominations, entitling
      the Holder or Holders thereof to purchase in the aggregate the same number
      of
      shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
      to
      the Company or at the office of its stock transfer agent, if any, with the
      Assignment Form annexed hereto duly executed and funds sufficient to pay any
      transfer tax, the Company shall, without charge, execute and deliver a new
      Warrant in the name of the assignee named in such instrument of assignment
      and
      this Warrant shall promptly be canceled. This Warrant may be divided or combined
      with other Warrants that carry the same rights upon presentation hereof at
      the
      office of the Company or at the office of its stock transfer agent, if any,
      together with a written notice specifying the names and denominations in which
      new Warrants are to be issued and signed by the Holder hereof.

     

    5. Capital
      Adjustments.
      This
      Warrant is subject to the following further provisions:

     

    a. If
      and
      whenever on or after the date hereof, the Company issues or sells, or is deemed
      to have issued or sold, any shares of Common Stock or any Common Stock
      Equivalents entitling any person to acquire shares of Common Stock (other than
      Excluded Securities) for a consideration per share less than a price equal
      to
      the Warrant Price in effect immediately prior to such issuance or sale, then
      immediately after such issue or sale the Warrant Price then in effect shall
      be
      reduced to an amount equal to such consideration per share. Upon each such
      adjustment of the Warrant Price hereunder, the number of shares of Warrant
      Stock
      issuable upon exercise of this Warrant shall be adjusted to the number of shares
      determined by multiplying the Warrant Price in effect immediately prior to
      such
      adjustment by the number of shares of Warrant Stock issuable upon exercise
      of
      this Warrant immediately prior to such adjustment and dividing the product
      thereof by the Warrant Price resulting from such adjustment. 

     

    “Common
      Stock Equivalents”
shall
      mean any securities of the Company or any of its subsidiaries which would
      entitle the holder thereof to acquire at any time Common Stock, including,
      without limitation, any debt, preferred stock, rights, options, warrants or
      other instrument that is at any time convertible into or exercisable or
      exchangeable for, or otherwise entitles the holder thereof to receive, Common
      Stock

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    “Excluded
      Securities”
shall
      mean the issuance of: (a) shares of Common Stock or options to employees,
      officers, directors, or consultants of the Company pursuant to any stock or
      option plan duly adopted for such purpose by a majority of the non-employee
      members of the Board of Directors of the Company or a majority of the members
      of
      a committee of non-employee directors, (b) securities exercisable or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Warrant, provided that such securities have
      not
      been amended since the date of this Warrant to increase the number of such
      securities or to decrease the exercise, exchange or conversion price of such
      securities; and (c) securities issued pursuant to acquisitions or strategic
      transactions approved by a majority of the disinterested directors of the
      Company, provided that any such issuance shall only be to a person which is
      either an owner of, or an entity that is, itself or through its subsidiaries,
      an
      operating company in a business synergistic with the business of the Company
      and
      in which the Company receives benefits in addition to the investment of funds,
      but shall not include a transaction in which the Company is issuing securities
      primarily for the purpose of raising capital or to an entity whose primary
      business is investing in securities.

     

    b. If
      any
      recapitalization of the Company or reclassification of its Common Stock or
      any
      merger or consolidation of the Company into or with a corporation or other
      business entity, or the sale or transfer of all or substantially all of the
      Company’s assets or of any successor corporation’s assets to any other
      corporation or business entity (any such corporation or other business entity
      being included within the meaning of the term “successor corporation”) shall be
      effected, at any time while this Warrant remains outstanding and unexpired,
      then, as a condition of such recapitalization, reclassification, merger,
      consolidation, sale or transfer, lawful and adequate provision shall be made
      whereby the Holder of this Warrant thereafter shall have the right to receive
      upon the exercise hereof as provided in Section 1 and in lieu of the shares
      of
      Common Stock immediately theretofore issuable upon the exercise of this Warrant,
      such shares of capital stock, securities or other property as may be issued
      or
      payable with respect to or in exchange for a number of outstanding shares of
      Common Stock equal to the number of shares of Common Stock immediately
      theretofore issuable upon the exercise of this Warrant had such
      recapitalization, reclassification, merger, consolidation, sale or transfer
      not
      taken place, and in each such case, the terms of this Warrant shall be
      applicable to the shares of stock or other securities or property receivable
      upon the exercise of this Warrant after such consummation.

     

    c. If
      the
      Company at any time while this Warrant remains outstanding and unexpired shall
      subdivide or combine its Common Stock, the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant and the Warrant Price shall be
      proportionately adjusted.

     

    d. If
      the
      Company at any time while this Warrant is outstanding and unexpired shall issue
      or pay the holders of its Common Stock, or take a record of the holders of
      its
      Common Stock for the purpose of entitling them to receive, a dividend payable
      in, or other distribution of, Common Stock, then (i) the Warrant Price shall
      be
      adjusted in accordance with Section 5(f) and (ii) the number of shares of
      Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to
      the
      number of shares of Common Stock that the Holder would have owned immediately
      following such action had this Warrant been exercised immediately prior
      thereto.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    e. If
      the
      Company shall at any time after the date of issuance of this Warrant distribute
      to all holders of its Common Stock any shares of capital stock of the Company
      (other than Common Stock) or evidences of its indebtedness or assets (excluding
      cash dividends or distributions paid from retained earnings or current year’s or
      prior year’s earnings of the Company) or rights or warrants to subscribe for or
      purchase any of its securities (excluding those referred to in the immediately
      preceding paragraph) (any of the foregoing being hereinafter in this paragraph
      called the “Securities”), then in each such case, the Company shall reserve
      shares or other units of such securities for distribution to the Holder upon
      exercise of this Warrant so that, in addition to the shares of the Common Stock
      to which such Holder is entitled, such Holder will receive upon such exercise
      the amount and kind of such Securities which such Holder would have received
      if
      the Holder had, immediately prior to the record date for the distribution of
      the
      Securities, exercised this Warrant.

     

    f. Except
      as
      otherwise provided herein, whenever the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant is adjusted, as herein provided,
      the
      Warrant Price payable upon the exercise of this Warrant shall be adjusted to
      that price determined by multiplying such Warrant Price immediately prior to
      such adjustment by a fraction (i) the numerator of which shall be the number
      of
      shares of Warrant Stock purchasable upon exercise of this Warrant immediately
      prior to such adjustment, and (ii) the denominator of which shall be the number
      of shares of Warrant Stock purchasable upon exercise of this Warrant immediately
      thereafter.

     

    g. The
      number of shares of Common Stock outstanding at any given time for purposes
      of
      the adjustments set forth in this Section 5 shall exclude any shares then
      directly or indirectly held in the treasury of the Company.

     

    h. The
      Company shall not be required to make any adjustment pursuant to this Section
      5
      if the amount of such adjustment would be less than one percent (1%) of the
      Warrant Price in effect immediately before the event that would otherwise have
      given rise to such adjustment. In such case, however, any adjustment that would
      otherwise have been required to be made shall be made at the time of and
      together with the next subsequent adjustment which, together with any adjustment
      or adjustments so carried forward, shall amount to not less than one percent
      (1%) of the Warrant Price in effect immediately before the event giving rise
      to
      such next subsequent adjustment.

     

    i. Following
      each computation or readjustment as provided in this Section 5, the new adjusted
      Warrant Price and number of shares of Warrant Stock purchasable upon exercise
      of
      this Warrant shall remain in effect until a further computation or readjustment
      thereof is required.

     

    6. Notice
      to Holders.

     

    a. In
      case:

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (i) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend (other than a cash dividend
      payable out of earned surplus of the Company) or other distribution, or any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right;

     

    (ii) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation with or merger of the Company into another
      corporation, or any conveyance of all or substantially all of the assets of
      the
      Company to another corporation; or

     

    (iii) of
      any
      voluntary dissolution, liquidation or winding-up of the Company;

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      hereof at the time outstanding a notice specifying, as the case may be, (i)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the date on which such reorganization,
      reclassification, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any, is to be fixed, as of which
      the holders of record of Common Stock (or such stock or securities at the
      time receivable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution or winding-up. Such notice shall
      be mailed at least thirty (30) days prior to the record date therein specified,
      or if no record date shall have been specified therein, at least thirty (30)
      days prior to such specified date, provided, however, failure to provide any
      such notice shall not affect the validity of such transaction.

     

    b. Whenever
      any adjustment shall be made pursuant to Section 5 hereof, the Company shall
      promptly make a certificate signed by its Chairman, Chief Executive Officer,
      President, Vice President, Chief Financial Officer or Treasurer, setting forth
      in reasonable detail the event requiring the adjustment, the amount of the
      adjustment, the method by which such adjustment was calculated and the Warrant
      Price and number of shares of Warrant Stock purchasable upon exercise of this
      Warrant after giving effect to such adjustment, and shall promptly cause copies
      of such certificates to be mailed (by first class mail, postage prepaid) to
      the
      Holder of this Warrant.

     

    7. Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise date,
      in
      connection with that number of shares of Common Stock which would be in excess
      of the sum of (i) the number of shares of Common Stock beneficially owned by
      the
      Holder and its affiliates on an exercise date, and (ii) the number of shares
      of
      Common Stock issuable upon the exercise of this Warrant with respect to which
      the determination of this limitation is being made on an exercise date, which
      would result in beneficial ownership by the Holder and its affiliates of more
      than 4.99% of the outstanding shares of Common Stock on such date. For the
      purposes of the immediately preceding sentence, beneficial ownership shall
      be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing,
      the
      Holder shall not be limited to aggregate exercises which would result in the
      issuance of more than 4.99%. The restriction described in this paragraph may
      be
      waived, in whole or in part, upon sixty-one (61) days prior notice from the
      Holder to the Company to increase such percentage to up to 9.99%, but not in
      excess of 9.99%.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    8. Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt by the Company of evidence satisfactory to it, in the exercise of its
      reasonable discretion, of the ownership and the loss, theft, destruction or
      mutilation of this Warrant and, in the case of loss, theft or destruction,
      of
      indemnity reasonably satisfactory to the Company and, in the case of mutilation,
      upon surrender and cancellation thereof, the Company will execute and deliver
      in
      lieu thereof, without expense to the Holder, a new Warrant of like tenor dated
      the date hereof.

     

    9. Warrant
      Holder Not a Stockholder.
      The
      Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
      to any rights whatsoever as a stockholder of the Company.

     

    10. Notices.
      Any
      notice required or contemplated by this Warrant shall be deemed to have been
      duly given if transmitted by registered or certified mail, return receipt
      requested, or nationally recognized overnight delivery service,
      to
      the
      Company at its principal executive offices located at 1800 W. Broadway Road,
      Tempe, Arizona 85282, Attn: Anthony M. Maffia, Jr., Chief Financial Officer,
      or
      to the Holder at the name and address set forth in the Warrant Register
      maintained by the Company.

     

    11. Choice
      of Law.
      THIS
      WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
      EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     

    12. Jurisdiction
      and Venue.
      The
      Company and Holder hereby agree that any dispute which may arise between them
      arising out of or in connection with this Warrant shall be adjudicated before
      a
      court located in Kent County, Delaware and they hereby submit to the exclusive
      jurisdiction of the federal and state courts of the State of Delaware located
      in
      Kent County with respect to any action or legal proceeding commenced by any
      party, and irrevocably waive any objection they now or hereafter may have
      respecting the venue of any such action or proceeding brought in such a court
      or
      respecting the fact that such court is an inconvenient forum, relating to or
      arising out of this Warrant or any acts or omissions relating to the sale of
      the
      securities hereunder, and consent to the service of process in any such action
      or legal proceeding by means of registered or certified mail, return receipt
      requested, in care of the address set forth herein or such other address as
      either party shall furnish in writing to the other.

     

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        -8-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
      behalf, in its corporate name and by its duly authorized officers, as of this
      ___ day of December, 2007.

     

    SURFECT
      HOLDINGS,
      INC.

     

    By:
      _______________________________

    Name:
      Steven Anderson

    Title:
      Chief Executive Officer

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    FORM
      OF
      EXERCISE

     

    (to
      be
      executed by the registered holder hereof)

     

    The
      undersigned hereby exercises the right to purchase _________ shares of common
      stock, par value $0.0001 per share (“Common
      Stock”),
      of
Surfect
      Holdings,
      Inc.
      evidenced by the within Warrant Certificate for a Warrant Price of $____ per
      share and herewith makes payment of the purchase price in full of (i)
      $__________ in cash or (ii) shares of Common Stock (pursuant to a Cashless
      Exercise in accordance with Section 1(b)). Kindly issue certificates for shares
      of Common Stock (and for the unexercised balance of the Warrants evidenced
      by
      the within Warrant Certificate, if any) in accordance with the instructions
      given below.

     

     

     

    Dated:____________________
      , 20___ .

     

    


    


    ______________________________

    


    Instructions
      for registration of stock

    


    


    _____________________________

      Name
      (Please Print)

    


    Social
      Security or other identifying Number:

    


    Address:__________________________________

       City/State
      and Zip Code

     

    


    Instructions
      for registration of certificate representing 

    the
      unexercised balance of Warrants (if any)

     

    


    _____________________________
      

    Name
      (Please Print)

     

    Social
      Security or other identifying Number: ___________

    


    Address:____________________________________

       City,
      State and Zip Code

    
 

     

    -10-