GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
THIS GUARANTY AND COLLATERAL AGREEMENT, dated as of November 17, 2020 (this “Agreement”), is entered into among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), and each other Person signatory hereto as a Grantor (the Company, together with any other Person that becomes a party hereto as provided herein, sometimes hereinafter are referred to individually as each “Grantor” and collectively as the “Grantors”), in favor of POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company (in its individual capacity, “Post Road”), in its capacity the administrative agent for the financial institutions (the “Lenders”) from time to time party to the Credit Agreement (as hereafter defined) (Post Road, in such capacity, together with its successors and assigns, the “Administrative Agent”).
CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED CREDIT AGREEMENT dated as of November 17, 2020...Credit Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
THIS CREDIT AGREEMENT, dated as of November 17, 2020 (this “Agreement”), is entered into among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), as the borrower and a Loan Party hereunder, the Subsidiaries of the Company that are or from time to time may become parties hereto as Guarantors and Loan Parties hereunder, the Parent (solely with respect to the Sections applicable thereto), the Persons that are or from time to time may become parties hereto as Lenders hereunder, and POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company (in its individual capacity, “Post Road”), in its capacity as administrative agent for the Lenders.
ContractRegistration Rights • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
PLEDGE AGREEMENTPledge Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2020, is made by T3 COMMUNICATIONS, INC., a Nevada corporation (“Pledgor”), in favor of POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company, as the administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders under and pursuant to that certain Credit Agreement, dated as of the date hereof, by and among Pledgor, as borrower, the other Loan Parties party thereto, the Lenders party thereto, and the Administrative Agent (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Florida
This Agreement(the “Agreement”)is made and entered into on the 17th day of November 2020 (“Effective Date”)by and between ActiveServe, Inc., a Florida corporation (hereinafter “Seller”), and T3 Communications, Inc., a Florida corporation and wholly owned subsidiary of T3 Communications, Inc., a Nevada corporation, or its assigns(hereinafter “Buyer”).
TAG-ALONG RIGHTS AGREEMENTTag-Along Rights Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation
To each Holder of a Warrant to Purchase Common Stock of Digerati Technologies, Inc. and all assignees, transferees and successors of such Holder:
Board Observer AgreementBoard Observer Agreement • November 23rd, 2020 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Nevada
This Board Observer Agreement (this “Agreement”) is made effective as of November 17, 2020, by and between Digerati Technologies, Inc., a Nevada corporation (the “Company”), and Post Road Special Opportunity Fund II LP, a Delaware limited partnership (the “Investor”).
