SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 17, 2023, 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 MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT DIGERATI TECHNOLOGIES, INC.Common Stock Purchase Warrant • June 15th, 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 $192,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (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”), 1,207,186 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 March 17, 2023, by and among the Company and the H
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • June 15th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
This Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and THE JERRY AND LISA MORRIS REVOCABLE TRUST DATED NOVEMBER 18, 2002 (“Holder”) (each a “Party” and collectively the “Parties”).
POST-CLOSING AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 15th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation
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 PAUL GOLIBART and JERRY OU, each an individual resident in the State of Texas (each, an “Owner” and collectively, the “Owners”). The Estate of Paul Golibart has succeeded to all rights of Paul Golibart as an Owner under the Asset Purchase Agreement as a matter of law as a result of his death on June 6, 2022.
AMENDMENT #5 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • June 15th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation
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.
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • June 15th, 2023 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
This Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and JEFFERY POSNER (“Holder”) (each a “Party” and collectively the “Parties”).
