POST-CLOSING AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT
Exhibit 10.3
POST-CLOSING AMENDMENT NO. 4
This POST-CLOSING AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT, dated as of May 10, 2023 (the “Amendment”), amends that certain Asset Purchase Agreement dated as of December 31, 2021 (as amended through the date hereof, the “Asset Purchase Agreement” ) by and among SKYNET TELECOM, LLC, a Texas limited liability company (hereinafter “Seller”); SHIFT8 NETWORKS, INC., a Texas corporation, or its assigns (“Buyer”); DIGERATI TECHNOLOGIES, INC., a Nevada corporation and controlling parent of Buyer; and XXXX XXXXXXXX and XXXXX XX, each an individual resident in the State of Texas (each, an “Owner” and collectively, the “Owners”). The Estate of Xxxx Xxxxxxxx has succeeded to all rights of Xxxx Xxxxxxxx as an Owner under the Asset Purchase Agreement as a matter of law as a result of his death on June 6, 2022.
WHEREAS, the parties desire to amend Section 3.01(e) of the Asset Purchase Agreement as previously amended in Post-Closing Amendment No. 1; and
WHEREAS, the parties have agreed to the following:
1. Section 3.01(e) of the Asset Purchase Agreement is hereby amended to read as follows in its entirety:
| (e) | The amount of One Million and No/100 Dollars ($1,000,000.00) shall be paid by Buyer to Seller, by issuance of shares of restricted common stock (the “Stock”) of Minority Equality Opportunities Acquisition, Inc. (“MEOA”) within 5 business days following the closing of the business combination of Parent with MEOA under that certain Business Combination Agreement dated as of August 30, 2022, as amended. The Stock will be valued at the transaction price set forth in the definitive proxy statement/final prospectus ($10.00 per share) related to the business combination filed by MEOA with the Securities and Exchange Commission on May 3, 2023. For the convenience of the parties, the Stock will be issued by MEOA directly to the owners in such proportion as designated by the Seller but shall be considered for all purposes to be the payment of a portion of the Purchase Price paid to Seller. |
All other terms of the Asset Purchase Agreement shall remain the same.
[Balance of Page Intentionally Blank. Signature Page Follows]
0000 Xxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000
Telephone: 000.000.0000 Fax 000.000.0000
IN WITNESS WHEREOF, the Amendment has been duly executed and delivered as of the date first above written.
| BUYER: | ||
| SHIFT8 NETWORKS, INC., | ||
| A Texas corporation | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Printed Name: | Xxxxxx X. Xxxxx | |
| Title: | CEO | |
| PARENT: | ||
| DIGERATI TECHNOLOGIES, INC., | ||
| A Nevada corporation | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Printed Name: | Xxxxxx X. Xxxxx | |
| Title: | CEO | |
| SELLER: | ||
| SKYNET TELECOM, LLC, | ||
| A Texas limited liability company | ||
| By: | /s/ Xxxxx Xx | |
| Printed Name: | Xxxxx Xx | |
| Title: | President | |
| OWNERS: | ||
| XXXXX OU | ||
| /s/ Xxxxx Xx | ||
| ESTATE OF XXXX XXXXXXXX | ||
| By: | /s/ Xxxxx Xxxxx Xxxx | |
| Printed Name: | Xxxxx Xxxxx Xxxx | |
| Title: | Executor | |
0000 Xxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000
Telephone: 000.000.0000 Fax 000.000.0000
