Date: October 15th, 2020 Promissory Note Issuer: Digerati Technologies, Inc. Re: Convertible Promissory Note Payoff Agreement

Exhibit 4.5

 

Date: October 15^th, 2020

Promissory Note Issuer: Digerati Technologies, Inc.

Re: Convertible Promissory Note Payoff Agreement

This letter is to confirm an agreement, whereby Platinum Point Capital, LLC agrees to accept $139,000.00 from Digerati Technologies, Inc. (“the Issuer”) as consideration to extinguish certain convertible promissory notes and share purchase agreements entered into by both parties on July 11^th 2019, and on October 18^th, 2019 as outlined below:

● July 11^th, 2019 Convertible Promissory Note

o Total Remaining Balance: $72,529.60

● October 18^th, 2019 Convertible Promissory Note

o Total Remaining balance: $68,168.10 (Xxxxx agreed disc. of $1,697.70)

Total Balance Due: $ 139,000.00

Upon confirmation of receipt of the wired funds from the Issuer, Platinum Point Capital will provision the Issuer with a zero-balance letter with regards to convertible promissory notes referenced in this email.

Feel free to contact us if you have any questions.

Sincerely,

Xxxxx Xxxxxxxx

/s/ Xxxxxx X Xxxxx		/s/ Xxxxx Xxxxxxxx
Xxx Xxxxx : Digerati Technologies Inc		Xxxxx Xxxxxxxx : Platinum Point Capital