AMENDMENT #5 TO CONVERTIBLE PROMISSORY NOTE

Exhibit 4.6

AMENDMENT #5

TO

CONVERTIBLE PROMISSORY NOTE

This AMENDMENT #5 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of March 30, 2023 (the “Effective Date”), binding on the undersigned parties as of that date.

RECITALS

Digerati Technologies, Inc. (“Company”) and Xxxxx Ventures, LLC (“Holder”) entered into that certain Convertible Promissory Note (the “Note”) dated April 15, 2021 in the amount of $113,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.

WHEREAS, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Extension of Maturity Date. The Maturity Date of the Note is amended and extended to June 30, 2023.

2. Compensation for Extension. In exchange for the extension of the Maturity Date,$25,000.00 shall be added to the principal amount outstanding on the Note between the Company and Holder as of the Effective Date hereof and the Company shall issue Holder 150,000 (one hundred fifty thousand) shares of Common Stock.

3. Prepayment. In the event that the Company shall pay any amounts due under the Note prior to the Maturity Date defined herein, the Company shall remit to Holder the product of the amount tendered multiplied by one hundred twenty percent (120%).

4. Effectiveness; Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference in the Notes to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this Amendment shall control.

5. Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

	COMPANY
	DIGERATI TECHNOLOGIES, INC.
	By:
		Chief Executive Officer
	HOLDER
	Lucas ventures, llc
	By:
		Managing Member

[signature Page to Amendment No 4. to the Convertible Promissory Note]