Exhibit
4.2


 


THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO SURGEPAYS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SurgePays,
Inc.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1.
Issuance. In consideration of good and valuable consideration as set forth in the Note, the receipt and sufficiency of which are
hereby acknowledged by SurgePays, Inc., a Nevada corporation (the “Company”); [Name of Lender] its successors and/or
registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the First Exercise
Date (as defined below) until May 28, 2025 (the “Expiration Date”), Six Thousand (6,000) fully paid and nonassessable
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), as such number of Warrant Shares may be adjusted from time to time pursuant to the terms and conditions of this Warrant
to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to that certain Promissory
Note of the Company issued to the Holder in the principal amount of $200,000.00 on May 27, 2022 (the “Note”).


 


This
Warrant was originally issued to the Holder on May 27, 2022 (the “Issue Date”).


 


2.
Exercise of Warrant.


 


2.1.
General.


(a)
This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email or facsimile transmission)
a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice
of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to the Company shall be the “Exercise
Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the Holder shall
tender this Warrant to the Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to
the Notice of Exercise have been delivered to the Holder as of such date. The Notice of Exercise shall be executed by the Holder and
shall indicate (i) the number of Warrant Shares (as defined below) to be issued pursuant to such exercise, and (ii) if applicable (as
provided below), whether the exercise is a cashless exercise.


 


For
purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the Common
Stock is traded (the “Principal Market”) shall be open for business.


 






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(b)
To the extent this Warrant is not previously exercised, and in the event that the Warrant Shares are not registered under an effective
registration statement of the Company, the Holder may elect to receive Warrant Shares, in lieu of a cash exercise, equal to the value
of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant
and a Notice of Exercise, in which event the Company shall issue to Holder a number of Shares computed using the following formula:


 


X
= Y (A-B)


A





 


	 	Where	X
    =	the
    number of Warrant Shares to be issued to Holder.
	 	 	 	 
	 	 	Y
    =	the
    number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A
    =	the
    Market Price (at the date of such calculation).
	 	 	 	 
	 	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 








For
the purposes of this Warrant, the following terms shall have the following meanings:


 


“Affiliate”
shall mean an affiliate as such term is defined in Rule 144 under the Securities Act of 1933, as amended (or a successor rule).


 


“Closing
Price” shall mean the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s),
as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”)
for the relevant date.


 


“DWAC”
shall mean the Deposit/Withdrawal at Custodian system.


 


“DWAC
Conditions” shall mean those conditions necessary to permit a person to receive shares electronically via DWAC.


 


“Exercise
Price” shall mean $4.73 per share of Common Stock, subject to adjustments herein.


 


“First
Exercise Date” shall mean the date that is six months after the date upon which the Common Stock was listed for trading on
the Nasdaq.


 


“Market
Price” shall mean the Closing Price for the Common Stock on the Trading Day that is two Trading Days prior to the Exercise
Date.


 


(c)
If the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding
subsection (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the Warrant Shares
shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance with
instructions provided by the Company at the request of the Holder.


 






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(d)
Upon the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this
Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following the date
the Exercise Price is paid to the Company (or with respect to a “cashless exercise,” the date that is three (3) Trading Days
following the Exercise Date) (the “Delivery Date”), provided that all DWAC Eligible Conditions are then satisfied,
deliver or cause the Company’s transfer agent (the “Transfer Agent”) to deliver the applicable Warrant Shares
electronically via DWAC to the account designated by the Holder on the Notice of Exercise. If all DWAC Eligible Conditions are not then
satisfied, the Company shall instead issue and deliver or cause to be issued and delivered (via reputable overnight courier) to the address
as specified in the Notice of Exercise, a certificate, registered in the name of the Holder or its designee, for the number of Warrant
Shares to which the Holder shall be entitled. For the avoidance of doubt, the Company has not met its obligation to deliver Warrant Shares
by the Delivery Date unless the Transfer Agent has posted the shares for DWAC pickup and the Holder or its broker, as applicable, has
been notified of this availability, or if the DWAC Eligible Conditions are not then satisfied, has actually received the certificate
representing the applicable Warrant Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set
forth above.


 


(e)
The Holder shall be deemed to be the holder of the Warrant Shares issuable to it in accordance with the provisions of this Section 2.1
on the Exercise Date.


 


2.2.
Ownership Limitation. If at any time after the Closing, the Holder shall or would receive shares of Common Stock in payment of
interest or principal under Note, upon conversion of Note, under the Warrant, or upon exercise of the Warrant, so that the Buyer would,
together with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt
of additional shares of Common Stock a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date
(the “Maximum Percentage”), the Company shall not be obligated and shall not issue to the Holder and the Holder shall
not receive any shares of Common Stock which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage
would no longer be exceeded by any such receipt of shares of Common Stock by the Holder. The foregoing limitations are enforceable, unconditional
and non-waivable and shall apply to all Affiliates and assigns of the Holder.


 


3.
Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new Warrant of like
tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4.
Rights of the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the
Company, either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those
expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.


 


5.
Certain Adjustments.


 


5.1.
Capital Adjustments. If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up
or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of
Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a
subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, Market Price (in the event of a cashless exercise), and other applicable amounts. Any adjustment under this
Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes effective,
or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 






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5.2.
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the
capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above),
then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock
and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same
number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change.
In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof
shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided the aggregate purchase
price shall remain the same.


 


6.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise
of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute
such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price and the number
of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment
and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder
and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in this Section 6 shall be deemed to limit any
other provision contained herein.


 


7.
Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act.
This Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant may only be sold, transferred,
pledged or hypothecated (other than to an Affiliate) if (a) there exists an effective registration statement under the 1933 Act relating
to such security or (b) the Company has received an opinion of counsel reasonably satisfactory to the Company that registration is not
required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the
Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance
satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall
be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor
Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed
Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and
such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and
shall have all the rights of the Holder.


 


8.
Warrant Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the
purpose of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and
replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case
may be, shall be made at such office by such Warrant Agent.


 






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9.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the
Holder as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


10.
Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Note, the terms of which are incorporated herein by reference.


 


11.
Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed
by the parties hereto. This Warrant, together with the Note, taken together, contain the full understanding of the parties hereto with
respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect
to the subject matter hereof and thereof other than as expressly contained herein and therein.


 


12.
Governing Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Nevada, without giving
effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably
(a) consent to and expressly submit to the exclusive personal jurisdiction of any state or federal court sitting in New York in connection
with any dispute or proceeding arising out of or relating to this Warrant, (b) agree that all claims in respect of any such dispute or
proceeding may only be heard and determined in any such court, (c) expressly submit to the venue of any such court for the purposes hereof,
and (d) waive any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or
objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper. The Company and, by accepting this Warrant, the Holder, each hereby irrevocably consent to the service of process of any
of the aforementioned courts in any such proceeding by the mailing of copies thereof by reputable overnight courier (e.g., FedEx) or
certified mail, postage prepaid, to such party’s address as provided for herein, such service to become effective ten (10) calendar
days after such mailing. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


13.
Remedies. The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in
the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other
remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may
be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation
of any of the terms hereof or otherwise.


 


14.
Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered
via facsimile or email shall be considered original signatures for purposes hereof.


 


15.
Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


16.
Attorney’s Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who
is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award
of the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation and/or dispute
without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein
shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


17.
Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall
be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other
jurisdiction.


 


[Remainder
of page intentionally left blank]


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized.


 


	Dated:
    May 27, 2022	 	 
	 	 	 
	 	THE
    COMPANY:
	 	 	 
	 	SurgePays,
    Inc.
	 	 	 
	 	By:	/s/
    Tony Evers
	 	Name:
    	Tony
    Evers
	 	Title:	Chief
    Financial Officer


 


[Signature
page to Warrant]


 






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EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


	TO:
    	(COMPANY)
	 	ATTN:
    _______________
	 	VIA
    FAX TO: ( )______________
	 	VIA
    EMAIL TO: ( )______________



 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of
_______1 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common Stock”),
of SurgePays, Inc., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 








	_______	CASH:
    $__________________________ = (Exercise Price x Warrant Shares)
	 	 
	_______	Payment
    is being made by:


 





	 	_____	enclosed check
	 	_____	wire transfer
	 	_____	other






 





	_______	CASHLESS EXERCISE:















 


Net
number of Warrant Shares to be issued to Holder: ______*


 


*
X = Y (A-B)


          A


 





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






	 	 	 	 
	 	 	Y
    =	the
    number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A=	the
    Market Price (at the date of such calculation).
	 	 	 	 
	 	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation).


 











Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s
right to exercise thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the
extent that, pursuant to the exercise effected hereby, the Holder would have more shares of Common Stock than permitted under Section
2.2, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of the
maximum number of such shares permitted under such provision. Any exercise above such amount is hereby deemed void and revoked.


 





 



 


1
Insert date of Warrant


 






    	 



    	 



    




 


As
contemplated by the Warrant, this Notice of Exercise is being sent by facsimile or email to the fax number and officer indicated above.


 


If
this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously
surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated
above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided
that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date.


 


To
the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing
the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission
or otherwise) to:


 


_____________________________________


 


_____________________________________


 


_____________________________________


  


Dated:
_____________________


 


___________________________





[Name
of Holder]


 


By:________________________


 






    	 



    	 



    




 


EXHIBIT
B


 


FORM
OF TRANSFEROR ENDORSEMENT


 


(To
be signed only on transfer of the Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the Warrant to Purchase Shares of Common Stock dated as of ________2 (the “Warrant”)
to purchase the percentage and number of shares of common stock, $0.001 par value (“Common Stock”), of SurgePays,
Inc. (“COMPANY”) specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective
right on the books of the Company, with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred 	 	Number
  Transferred




 








	Dated:___________,
    ______	 	 
	 	 	 
	 	________________________________
	 	[Transferor
  Name must conform to the name of Holder as specified on the face of the Warrant]
	 	 	 
	 	By:	___________________________
	 	Name:	___________________________




 


	Signed
    in the presence of:	 
	 	 
	_________________________	 
	 	 
	(Name)	 
	 	 
	ACCEPTED
    AND AGREED:	 
	 	 
	_________________________	 
	 	 
	[TRANSFEREE]	 
	 	 
	By:
    _______________________	 
	Name:
    _____________________	 









 





 



 


2
Insert Date of Warrant