SurgePays Inc (SURG)

[bUrRpPPP!]

DATED: OCTOBER 8 , 2021



SURGEPAYS, INC.



2,696,078 Units



This is a firm commitment underwritten public offering of 2,696,078 units (the “Units”), based on an assumed public offering price of $6.12 per Unit, of SurgePays, Inc., a Nevada corporation the “Company,” “we,” “us,” “our”), the last reported sales price for our Common Stock as quoted on the OTCQB on October 5, 2021 assuming a reverse stock split of 1-for-50 ($0.1224 per share on a pre-split basis). Each Unit consists of one share of Common Stock, par value $0.001 per share (“Common Stock”), and one warrant (each a “Warrant” and collectively, the “Warrants”) to purchase one share of Common Stock at an exercise price of $6.732 per share, constituting 110% of the price of each Unit sold in this offering. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Common Stock and the Warrants comprising the Units are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediately exercisable on the date of issuance and will expire three (3) years from the date of issuance.