Exhibit 10.6


 


Execution


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


 


PROMISSORY
NOTE


 


	$50,000	San
    Antonio, Texas	October
    22, 2018


 


FOR
VALUE RECEIVED, DIGERATI TECHNOLOGIES, INC., a Nevada corporation, whose address is 1600 NE Loop 410, Suite 126, San Antonio,
Texas 78209 (the “Debtor”), promises to pay to the order of TV Fund VII, LP whose address is 5090 Richmond
Ave, Suite 319, Houston, Texas 77056, (the “Payee”), the sum of FIFTY THOUSAND DOLLARS ($50,000)
in lawful money of the United States of America which shall be legal tender for the payment of debts from time to time, together
with interest on the outstanding principal amount hereof at the rate of eight percent (8%) interest per annum, computed on the
basis of a 360-day year and 30-day months. This Note shall be secured by the Debtor in accordance with the Pledge and Security
Agreement (“Agreement”) of the same date between the Debtor and the Payee, which Agreement sets out the collateral
set aside by the Debtor to collateralize its obligations under this Note.


 


This
Note shall be payable in monthly payments of interest only and a single payment of the outstanding principal amount plus any accrued
interest, without demand, on December 31, 2018 (the “Maturity Date”). If the Maturity Date shall be
a Saturday, Sunday, or day on which Banks in San Antonio, Texas, or the place of payment are authorized or required to be closed,
such payment shall be made on the next following day that is not a Saturday, Sunday or day on which banks in San Antonio, Texas,
or the place of payment are authorized or required to be closed and interest thereon shall continue to accrue thereon until such
date. Debtor agrees that it will use its best efforts to pay this Note prior to the maturity date, and there is no penalty for
satisfying the obligations under this Note prior to the Maturity Date.


 


Time
is of the essence of this Note, and the Debtor expressly agrees that in the event of default in the payment of any principal or
interest when due, the Payee may declare the entirety of this Note immediately due and payable. Upon the occurrence of any default
hereunder, the Payee shall also have the right to exercise any and all of the rights, remedies and recourses now or hereafter
existing in equity, law, by virtue of statute or otherwise.


 


In
the event that any payment is not made when due, either of principal or interest, and whether upon maturity or as a result of
acceleration, interest shall thereafter accrue at the rate per annum equal to the lesser of (a) the maximum non-usurious rate
of interest permitted by the laws of the State of Texas or the United States of America, whichever shall permit the higher rate
or (b) twenty percent (20%) per annum, from such date until the entire balance of principal and accrued interest on this Note
has been paid.


 






     

     


    

 


Debtor
has the privilege of making prepayments on this Note from time to time in any amount without penalty provided that any such prepayment
shall be applied to unpaid interest on this Note and the balance, if any, to the principal amount payable under this Note.


 


No
failure to exercise and no delay on the part of Payee in exercising any power or right in connection herewith shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
No course of dealing between Debtor and Payee shall operate as a waiver of any right of Payee. No modification or waiver of any
provision of this Note or any consent to any departure therefrom shall in any event be effective unless the same shall be in writing
and signed by the person against whom enforcement thereof is to be sought, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.


 


In
the event of default or if payment of this Note is not made when due or declared due, and the same is placed in the hands of an
attorney for collection, or suit is brought on same, or the same is collected through any judicial proceeding whatsoever, or if
any action be had hereon, then Debtor agrees and promises to pay an additional amount as reasonable, calculated and foreseeable
attorneys’ and collection fees incurred by Payee in connection with enforcing its rights herein contemplated.


 


To
the extent permitted by applicable law, Debtor hereby waives grace, notice, demand or presentment for payment of this Note, dishonor,
notice of dishonor, notice of default or nonpayment, protest, notice of protest, suit, notice of intention to accelerate, notice
of acceleration, diligence or any notice of or defense on account of the extension of time of payments or change in the method
of payments, and consents to any and all renewals and extensions in the time of payment hereof, and the release of any party primarily
or secondarily liable hereon.


 


It
is expressly provided and stipulated that notwithstanding any provision of this Note, in no event shall the aggregate of all interest
paid by Debtor to Payee hereunder ever exceed the maximum non-usurious rate of interest which may lawfully be charged Debtor under
the laws of the State of Texas or United States Federal Government, as applicable, on the principal balance of this Note remaining
unpaid. It is expressly stipulated and agreed by Debtor that it is the intent of Payee and Debtor in the execution and delivery
of this Note to contract in furtherance of such laws, and that none of the terms of this Note shall ever be construed to create
a contract to pay for the use, forbearance or detention of money, at any interest rate in excess of the maximum non-usurious rate
of interest permitted to be charged Debtor under the laws of the State of Texas or United States Federal Government, as applicable.
The provisions of this paragraph shall govern over all other provisions of this Note should any such provisions be in apparent
conflict herewith.


 


Specifically,
and without limiting the generality of the foregoing paragraph, it is expressly provided that:


 


(i)       In
the event of prepayment of the principal of this Note, in whole or in part, or the payment of the principal of this Note
prior to the Maturity Date, whether resulting from acceleration of the maturity of this Note or otherwise, if the aggregate
amount of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and
plus any other amount paid or accrued in connection with the indebtedness evidenced hereby which by law are deemed interest
on the indebtedness evidenced by the Note and which aggregate amounts paid or accrued (if calculated in accordance with the
provisions of this Note other than this paragraph) would exceed the maximum non-usurious rate of interest which could
lawfully be charged as above mentioned on the unpaid principal balance of the indebtedness evidenced by this Note from time
to time advanced (less any discount) and remaining unpaid from the date advanced to the date of final payment thereof, then
in such event the amount of such excess shall be credited, as of the date paid, toward the payment of the principal of this
Note so as to reduce the amount of the final payment of principal due on this Note, or if the principal amount hereof has
been paid in full, refunded to Debtor.


 






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(ii)       If
under any circumstances the aggregate amounts paid on the indebtedness evidenced by this Note prior to and incident to the
final payment hereof include amounts which by law are deemed interest and which would exceed the maximum non-usurious rate of
interest which could lawfully have been charged or collected on this Note, as above mentioned, Debtor stipulates that (a) any
non-principal payment shall be characterized as an expense, fee, or premium rather than as interest and any excess shall be
credited hereon by the holder hereof (or, if this Note shall have been paid in full, refunded to Debtor); and (b)
determination of the rate of interest for determining whether the indebtedness evidenced hereby is usurious shall be made by
amortizing, prorating, allocating, and spreading, in equal parts during the full stated term hereof, all interest at any time
contracted for, charged, or received from Debtor in connection with such indebtedness, and any excess shall be canceled,
credited, or refunded as set forth in (a) herein.


 


Any
check, draft, money order, or other instrument given in payment of all or any portion of this Note may be accepted by Payee and
handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Payee
except to the extent that actual cash proceeds of such instruments are unconditionally received by Payee. If at any time any payment
of the principal of or interest on this Note is rescinded or must be restored or returned upon the insolvency, bankruptcy or reorganization
of Debtor or otherwise, the obligation under this Note with respect to that payment shall be reinstated as though the payment
had been due but not made at that time.


 


Debtor
agrees that this Note shall be freely assignable to any assignee of Payee, subject to compliance with applicable securities laws.


 


Debtor
represents and warrants that the extension of credit represented by this Note is for business, commercial, investment, or other
similar purposes and not primarily for personal, family, household or agricultural use.


 


This
Note has been executed and delivered and shall be construed in accordance with and governed by the laws of the State of
Texas and of the United States of America applicable in Texas. Venue for any litigation between Debtor and Payee with respect
to this Note shall be Bexar County, Texas. Debtor and Payee hereby irrevocably submit to personal jurisdiction in Texas and
venue in Bexar County for purposes of such litigation.


 


THIS
NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN DEBTOR AND PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN DEBTOR AND PAYEE.


 






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THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN DEBTOR AND PAYEE.


 


	 	DIGERATI TECHNOLOGIES, INC.,  
	 	a Nevada corporation
	 	 	 
	 	By:	/s/
    Arthur L. Smith
	 	Name:	Arthur
    L. Smith
	 	Title:	CEO


 


 


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