THIRD FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSCredit Agreement • February 8th, 2024 • 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 VERVE CLOUD, INC., a Nevada corporation formerly known as T3 Communications, Inc. (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.
Second Extension and Forbearance AgreementSecond Extension and Forbearance Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023 (the “Effective Date”), between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation • Nevada
This warrant exchange agreement (this “Agreement”) is entered into as of February 2, 2024 (the “Effective Date”), between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned investor (“Investor”).
Amendment to Promissory NotesPromissory Notes • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This AMENDMENT TO PROMISSORY NOTES (this “Agreement”) is entered into on February 2, 2024 (the “Effective Date”) between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”).
Extension and Forbearance AgreementExtension and Forbearance Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023, between Verve Cloud, Inc., a Nevada corporation formerly known as T3 Communications, Inc. (“Maker”), and the undersigned noteholder (the “Noteholder”).
Extension and Forbearance AgreementExtension and Forbearance Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 31, 2023, among SkyNet Telecom, LLC, a Texas limited liability company (“Seller”), Verve Cloud, Inc. (formerly known as Shift8 Networks, Inc.), a Texas corporation (“Buyer”), Digerati Technologies, Inc., a Nevada corporation (“Parent”), the Estate of Paul Golibart and Jerry Ou (collectively, the “Owners” and, together with the Seller, the “Seller Parties” and, each, a “Seller Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of February 2, 2024 (the “Effective Date”), is between (a) AEGIS VENTURE FUND, LLC, a Florida limited liability company (“Aegis”) and THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company (“Thermo”) (together with its successors and assigns, collectively “Lender” ) and THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company, as agent for itself and the other Lenders (in such capacity, together with its successors in such capacity, the “Agent”), (b) VERVE CLOUD, INC., a Nevada corporation (“Parent”), (c) VERVE CLOUD, INC., a Texas corporation (“Verve Cloud Texas”), (d) Nexogy, Inc., a Florida corporation (“Nexogy”), (e) T3 Communications, Inc., a Florida corporation (“T3 Communications”), (f) Next Level Internet, Inc., a California corporation (“Nex
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of February 2, 2024, is by and between POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company, as administrative and collateral agent (in such capacity, together with its successors and assigns, “Post Road”) for the Post Road Lenders (as defined below), and THERMO COMMUNICATIONS FUNDING, LLC, a Delaware limited liability company, as administrative and collateral agent (together with its successors and assigns, “Thermo”), for the AR Lenders (as defined below), and is acknowledged and agreed to by AEGIS VENTURE FUND, LLC, a Florida limited liability company (“Aegis”), an AR Lender, VERVE CLOUD, INC., a Nevada corporation (the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), VERVE CLOUD, INC., a Texas Corporation (“VerveTX”), NEXOGY, INC., a Florida corporation (“Nexogy”), and NEXT LEVEL INTERNET, INC., a California corporation (“Next Level”; the Company, T3FL, VerveTX, Nexogy and Next Level being re
Form of Second Extension and Forbearance AgreementForm of Second Extension and Forbearance Agreement • February 8th, 2024 • Digerati Technologies, Inc. • Services-computer processing & data preparation
This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023, between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”).
