Exhibit 10.5


 


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


 





	$25,000	San Antonio, Texas	October 18, 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 John Linton, whose address is 2602 Winding View, San Antonio, Texas 78260, (the “Payee”), the sum
of TWENTY FIVE THOUSAND DOLLARS ($25,000) 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 payable in monthly payments of interest only and a single payment
of the outstanding principal amount plus any accrued interest, without demand, on November 18, 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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