0001213900-23-008998 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 7th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December __, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 8023 Vantage Dr, Suite 660, San Antonio, TX 78230 (the “Company”), and , with its address at (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December __, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT DIGERATI TECHNOLOGIES, INC.
Common Stock Purchase Warrant • February 7th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $ to the Holder (as defined below) of even date) (the “Note”), (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December __, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

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