Exhibit 10.14


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2019 (the “Effective Date”), by and between
DIGERATI TECHNOLOGIES INC., a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio,
Texas 78209 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors
and assigns, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A. The Company and
the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by
the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”);


 


B. WHEREAS, subject
to the terms and provisions hereinafter set forth and upon the terms and subject to the limitations and conditions set forth in
the Notes (as defined below), (i) each Buyer, severally and not jointly, desires to purchase, the Company desires to sell and
issue to Buyers, convertible promissory notes each in the form attached hereto as Exhibit A (the “First Notes”)
convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) (the
“First Closing”), and (ii) each Buyer, severally and not jointly, desires to purchase and the Company desires
to sell and issue to Buyers, one or more additional convertible promissory notes convertible into shares of Common Stock, each
in the form attached hereto as Exhibit A (the “Additional Notes” and together with the First Notes, the “Notes”)
as may mutually be agreed in additional closings as set forth in Section 1(d) below (the “Additional Closings”) (each
of the First Closing and the Additional Closings are sometimes hereinafter individually referred to as a “Closing”
and collectively as the “Closings” and this Agreement any and all documents or instruments executed or to be
executed by in connection with this Agreement, including the Notes and the Irrevocable Transfer Agent Instructions, together with
all modifications, amendments, extensions, future advances, renewals, and substitutions thereof are sometimes hereinafter individually
referred to as a “Transaction Document” and collectively as the “Transaction Documents”);
and


 


C. WHEREAS, the aggregate
principal amount of Notes sold pursuant to this Agreement shall not exceed Five Hundred Thousand and No/100 United States Dollars
($750,000.00).


 




     


     


    

 


NOW THEREFORE,
the Company and the Buyers severally (and not jointly) hereby agree as follows:


 


1. PURCHASE AND
SALE OF NOTE.


 


a. Purchase of Notes.
Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer, severally and not jointly, agrees
to purchase, at each Closing, and Company agrees to sell and issue to Buyers, at each Closing, a Note in the amount of the purchase
price applicable to each Closing as more specifically set forth below.


 


b. First Closing.
The First Closing of the purchase and sale of the First Notes in an aggregate principal amount of Four Hundred Thirty Nine Thousand
Eight Hundred Seventy Five and No/100 United States Dollars ($439,875.00) for an aggregate purchase price of Three Hundred Eighty
Two Thousand Five Hundred and No/100 United States Dollars ($382,500.00), and shall take place on the Effective Date, subject
to satisfaction of the conditions to the First Closing set forth in this Agreement (the “First Closing Date”).
Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of the First Closing Date each
Buyer shall purchase a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers attached hereto for a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule
of Buyers hereto. Additional Closings of the purchase and sale of the Notes shall be at such times and for such amounts as
determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth
in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the
“Closing Dates”). The Closings shall occur on the respective Closing Dates through the use of overnight mails
and subject to customary escrow instructions from Buyers and their respective counsel, or in such other manner as is mutually
agreed to by the Company and the Buyers.


 


c. Form of Payment.
On each Closing Date, (i) each Buyer shall pay the purchase price set forth on the face thereof for a Note to be issued and sold
to such Buyer at such Closing (the “Purchase Price”) by wire transfer of immediately available funds to the Company,
in accordance with the Company’s written wiring instructions, against delivery of such Note to such Buyer in the principal
amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to such
Buyer, against delivery of such Purchase Price.


 


d. Additional Closings.
At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, the Company
may request that Buyers purchase additional Notes hereunder in Additional Closings by written notice to each Buyer, and, subject
to the conditions below, each Buyer shall purchase such additional Notes in such amounts and at such times as such Buyer and the
Company may mutually agree, so long as no default or “Event of Default” (as such term is defined in any of the Transaction
Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have
occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder
or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved
by the Buyer, which approval may be given or withheld in such Buyer’s sole and absolute discretion.


 




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2. REPRESENTATIONS
AND WARRANTIES OF THE BUYERS. Each Buyer represents and warrants to the Company that:


 


a. Investment Purpose.
As of the date hereof, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Notes (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account
of interest on the Notes (ii) as a result of the events described in Sections 1.3 and 1.4(g) of each Note or (iii) in payment
of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common
Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Notes, the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the
Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of
the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


b. Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
(an “Accredited Investor”).


 


c. Reliance on Exemptions. The Buyer
understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to
acquire the Securities.


 


d. Information. The Buyer and its advisors, if
any, have been, and for so long as any Note remains outstanding will continue to be, furnished with all materials relating to
the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as any Note
remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the
foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such
information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.
Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives
shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in
Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer
is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made
herein.


 






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e. Governmental Review. The Buyer understands that
no United States federal or state agency or any other government or governmental agency has passed upon or made any
recommendation or endorsement of the Securities.


 


f. Transfer or Re-sale.
The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act
or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant
to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the
Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or
otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities
are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, not to exceed $300
per opinion, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement. In the event that the Company does not accept the opinion of counsel
provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144
or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer
liquidated damages of three and one half percent (3.5%) of the outstanding amount of applicable Note per day plus accrued and
unpaid interest on such Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated
Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares
shall be issued at the Conversion Price (as defined in the Note) at the time of payment.


 






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g. Legends.
The Buyer understands that each Note and, until such time as the Conversion Shares have been registered under the 1933 Act
may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular
date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following
form:


 


“NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE BUYER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.”


 


The legend set forth
above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it
is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an
effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions,
to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion
shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those
represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements,
if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer
of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline (as such term is defined
in Section 1.4(d) of the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


h. Authorization; Enforcement. This Agreement has
been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this
Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 






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i. Residency. The Buyer is organized in the jurisdiction
set forth on its respective signature page.


 


3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company makes the following representations and warranties to each Buyer, each of which shall be true and correct in all
respects as of the date of the execution and delivery of this Agreement and as of the date of each Closing hereunder, and
which shall survive the execution and delivery of this Agreement:


 


a. Organization and Qualification. The Company and
each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own,
lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and
conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes
such qualification necessary except where the failure to be so qualified or in good standing would not have a Material
Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets,
financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or
indirectly, any equity or other ownership interest.


 


b. Authorization; Enforcement. (i) The Company has
all requisite corporate power and authority to enter into, deliver and perform this Agreement, the Notes and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and
thereof, (ii) the execution and delivery of this Agreement, the Notes by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and
reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by
the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this
Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of each Note, each of such instruments will constitute, a legal,
valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 






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c. Capitalization. As
of June 27, 2019, as disclosed on OTC Markets and in the SEC Documents, the authorized capital stock of the Company consists
of (i) 150,000,000 shares of Common Stock, of which 21,861,704 shares of Common Stock are issued and outstanding, and (ii)
50,000,000 shares of Preferred Stock, of which 50,000 shares of Series A Preferred Stock are issued and outstanding. Except
as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no
shares are reserved for issuance pursuant to securities (other than the Notes) exercisable for, or convertible into or
exchangeable for shares of Common Stock and 9,000,000 shares of Common Stock are reserved for each Buyer (27,000,000 shares
of Common Stock is reserved for the Buyers in the aggregate) for issuance upon conversion of the Notes. All of
such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid
and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of
the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company.
Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding
options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims
or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or
exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company
or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its
Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to
register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC
Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof
(“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the
“By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and
the material rights of the holders thereof in respect thereto. The Company shall provide each Buyer with a written update of
this representation signed by the Company’s Chief Executive Officer on behalf of the Company as of each Closing
Date.


 


d. Issuance of Shares. The
issuance of each Note is duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other
encumbrances with respect to the issue thereof. The Conversion Shares are duly authorized and reserved for issuance and, upon
conversion of each Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder
thereof.


 


e. Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the
issuance of the Conversion Shares upon conversion of each Note. The Company further acknowledges that its obligation to issue
Conversion Shares upon conversion of each Note in accordance with this Agreement, the Note is absolute and
unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders
of the Company.


 






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f. No
Conflicts. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or
instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any
self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or
in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its
Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries
is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its
Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take
any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the
Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the
aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being
conducted, and shall not be conducted so long as any Buyer owns any of the Securities, in violation of any law, ordinance or
regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933
Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of,
or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization
or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this
Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms
hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or
prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board
(the “OTCBB”), the OTCQB or any similar quotation system, and does not reasonably anticipate that the Common
Stock will be delisted by the OTCBB, the OTCQB or any similar quotation system, in the foreseeable future nor are the
Company’s securities “chilled” by DTC. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.


 






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g. SEC Documents;
Financial Statements. The Company has timely filed all quarterly and annual reports required to be filed by it with the SEC
pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of
the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). The Company has delivered to each Buyer true and complete copies of the SEC Documents, except
for such exhibits and incorporated documents, and except as such Documents are available EDGAR filings on the SEC’s sec.gov
website. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended
or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date
hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles,
consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position
of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except
as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent
or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2018, and (ii)
obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted
accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material
to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934
Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic Data Gathering,
Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3(g).


 


h. Absence of
Certain Changes. Since September 30, 2018, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934
Act reporting status of the Company or any of its Subsidiaries.


 






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i. Absence of Litigation. There is no action,
suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting
the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material
Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of
the foregoing.


 


j. Patents, Copyrights, etc. The Company and each
of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent
rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names
and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as
presently contemplated to be operated in the future). Except as disclosed in the SEC Documents, there is no claim or action
by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the
right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its
business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s
knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not
infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or
circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 


k. No Materially Adverse Contracts, Etc. Neither
the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment,
decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to
have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which
in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


l. Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all
unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The
Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any
foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing
authority.


 






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m. Certain Transactions. Except for arm’s
length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties, none of
the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner.


 


n. Disclosure. All information relating to or
concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to each Buyer pursuant to Section
2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material
respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or
therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or
exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or
financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the
Company but which has not been so publicly announced or disclosed.


 


o. Acknowledgment Regarding each Buyer’s
Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of
arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further
acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by a Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a
recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to
each Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation
of the Company and its representatives.


 


p. No Integrated Offering. Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales
in any security or solicited any offers to buy any security under circumstances that would require registration under the
1933 Act of the issuance of the Securities to the Buyers. The issuance of the Securities to the Buyers will not be integrated
with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.


  



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q. No Brokers. The Company has taken no action
which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to
this Agreement or the transactions contemplated hereby.


 


r. Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company
Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or
cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in
default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30,
2018, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts,
defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which
conflicts, defaults or violations would not have a Material Adverse Effect.


 


s. Environmental Matters.


 


(i) There are, to the Company’s knowledge, with
respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of
Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or
any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any
of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the
foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or
protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or
demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder.


 


(ii) Other than
those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on
or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous
Materials were released on or about any real property previously owned, leased or used by the Company or any of its
Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in
the normal course of the Company’s or any of its Subsidiaries’ business.


  



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(iii) There are no underground
storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in
compliance with applicable law.


 


t. Title to Property. Except as disclosed in the
SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse
Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


u. Internal Accounting Controls. Except as
disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system of internal accounting controls
sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 


v. Foreign Corrupt Practices. Neither the Company,
nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or
any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


w. Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have
a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute
and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not,
after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action
that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company
did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect
to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue
a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower’s ability
to “going concern” shall not, by itself, be a violation of this Section 3(w).


  






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x. No Investment Company. The Company
is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will
not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not
controlled by an Investment Company. 


 


y. Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
Upon written request the Company will provide to each Buyer true and correct copies of all policies relating to
directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability
coverage.


 


z. Bad
Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on
the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance
Guide published by the SEC.


 


aa. Shell Status. The Company represents that it is
not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell”
issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it
is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion
to allow for salability of the Conversion Shares or (ii) accept such opinion from a Buyer’s counsel.


 


bb. No-Off Balance Sheet Arrangements. There is no
transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other
off-balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or
that otherwise could be reasonably likely to have a Material Adverse Effect.


 


cc. Manipulation of Price. The Company has not,
and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action designed to cause or to
result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of the Company.


 






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dd. Sarbanes-Oxley Act. The Company and each
Subsidiary is in material compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the
date hereof.


 


ee. Employee Relations. Neither the Company nor
any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company
believes that its and its Subsidiaries’ relations with their respective employees are good. No executive officer (as
defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has
notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or
otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company,
no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of
each such executive officer or other key employee (as the case may be) does not subject the Company or any of its
Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in
compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance
would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


ff. Breach of Representations and Warranties by the
Company. The Company agrees that if the Company breaches any of the representations or warranties set forth in this
Section 3, and in addition to any other remedies available to the Buyers pursuant to this Agreement and it being considered
an Event of Default under Section 3.5 of the Note, the Company shall pay to the Buyers the Standard Liquidated Damages Amount
in cash or in shares of Common Stock at the option of the Company, until such breach is cured. If the Company elects to pay
the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price at the
time of payment.


  


4. COVENANTS.


 


a. Best Efforts.
The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in Section
7 and 8 of this Agreement.


 






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b. Form D; Blue Sky Laws. The Company agrees to
file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer
promptly after such filing. The Company shall, on or before each Closing Date, take such action as the Company shall
reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this
Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an
exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to such
Closing Date.


 


c. Use of
Proceeds. The Company shall use the proceeds from the sale of the Notes to pay certain debts owed to the entities in the
amounts as set forth on the Disbursement Authorization dated July 11, 2019 attached hereto as Exhibit B, and such remaining
proceeds shall be used for working capital and other general corporate purposes and shall not, directly or indirectly, use
such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except in
connection with its currently existing direct or indirect Subsidiaries).


 


d. Right
of First Refusal. Unless it shall have first delivered to each Buyer, at least seventy two (72) hours prior to the
closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the
terms and conditions thereof, and providing each Buyer an option during the seventy two (72) hour period following delivery
of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such
Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the
“Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any
equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on
First Closing Date and ending twelve (12) months following the later of (i) the First Closing Date and (ii) each subsequent
Additional Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after
delivery of the notice to the Buyers concerning the proposed Future Offering, the Company shall deliver a new notice to each
Buyer describing the amended terms and conditions of the proposed Future Offering and each Buyer thereafter shall have an
option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the
securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing
sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First
Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public
offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers,
directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other
parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or
similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or
purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not
to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the
Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the
Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of
additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock
plan approved by the shareholders of the Company.


 






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e. Financial Information. The Company agrees to
send or make available the following reports to each Buyer until such Buyer transfers, assigns, or sells all of the
Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly
Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases
issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the
shareholders of the Company, copies of any notices or other information the Company makes available or gives to such
shareholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set
forth in (ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(e).


 


f. Listing. The Company shall promptly secure the
listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed (subject to official notice of issuance) and, so long as any Buyer owns any of the
Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion
Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as any Buyer owns any of
the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, OTC Pink or any equivalent
replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq
SmallCap”), the New York Stock Exchange (“NYSE”), or the NYSE MKT and will comply in all respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory
Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to each Buyer copies of
any material notices it receives from the OTCBB, OTCQB and any other exchanges or quotation systems on which the Common Stock
is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.
The Company shall pay any and all fees and expenses in connection with satisfying its obligation under this Section 4(f).


 


g. Corporate Existence. So long as any Buyer
beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of
the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the
Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly
traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, OTC Pink, Nasdaq, NasdaqSmallCap, NYSE or
AMEX.


 






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h. No Integration. The Company shall not make any
offers or sales of any security (other than the Securities) under circumstances that would require registration of the
Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with
any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the
Company or its securities.


 


i. Failure to
Comply with the 1934 Act. So long as any Buyer beneficially owns any Note, the Company shall comply with the quarterly
and annual reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements
of the 1934 Act.


 


j. Trading
Activities. No Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the
Common Stock of the Company and each Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in
any short sales of or hedging transactions with respect to the Common Stock of the Company.


 


k. Restriction
on Activities. Commencing as of the date first above written, and until the sooner of the six month anniversary of the
date first written above or payment of the Note in full, or full conversion of the Note, the Company shall not, directly or
indirectly, without each Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change
the nature of its business; (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary
course of business; or (c) solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with
any other person or entity in respect of any variable rate debt transactions (i.e., transactions were the conversion or
exercise price of the security issued by the Company varies based on the market price of the Common Stock) above $500,000,
whether a transaction similar to the one contemplated hereby or any other investment; or (d) file any registration statements
with the SEC.


 


l. Legal
Counsel Opinions. Upon the request of a Buyer from to time to time, the Company shall be responsible (at the
Company’s cost) for promptly (within two (2) business days from such Buyer’s request) supplying to the
Company’s transfer agent and the requesting Buyer a customary legal opinion letter of its counsel (the “Legal
Counsel Opinion”) to the effect that the sale of Conversion Shares by such Buyer or its affiliates, successors and
assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule
144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an
effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel
Opinion, such Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and
the Company will instruct its transfer agent to accept such opinion.


 


m. Par Value. If the closing bid price at any time
a Note is outstanding falls below $0.001 for five (5) consecutive days, the Company shall cause the par value of its Common
Stock to be reduced to $0.0001 or less.


 






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n. Breach of Covenants. The Company agrees that if
the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the
Buyers pursuant to this Agreement, it will be considered an Event of Default under Section 3.4 of the Notes, the Company
shall pay to each Buyer the Standard Liquidated Damages Amount in cash or in shares of Common Stock at the option of the
Buyer, until such breach is cured, or with respect to Section 4(d) above, the Company shall pay to the Buyer the Standard
Liquidated Damages Amount in cash or shares of Common Stock, at the option of the Buyer, upon each violation of such
provision. If a Buyer elects to receive the Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall
be issued at the Conversion Price at the time of payment.


 


o. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates,
registered in the name of each Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time
by such Buyer to the Company upon conversion of the Notes in accordance with the terms thereof (the “Irrevocable
Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall
provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the this Agreement (including but not limited to the provision to irrevocably reserve
shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Company and the Company. Prior to
registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold,
all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants
that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section, and stop
transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of
the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without
any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by
the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to
transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in
certificated form) any certificate for Conversion Shares to be issued to a Buyer upon conversion of or otherwise pursuant to
the Notes as and when required by the Notes and this Agreement; and (iii) it will not fail to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to
withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to a Buyer
upon conversion of or otherwise pursuant to the Notes as and when required by the Note and this Agreement. Nothing in this
Section shall affect in any way a Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all
applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company, at the
cost of the Company not to exceed $300, with (i) an opinion of counsel in form, substance and scope customary for opinions in
comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected or (ii) a Buyer provides reasonable assurances that the Securities
can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly
instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such
denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section may be
inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that
each Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and
requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being
required.


 






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p. Transaction Expense Amount. The Company shall
pay $19,125.00 to each Buyer as an original issue discount (“OID”). The OID has been included in the Principal
Amount of each First Note and as such the Principal Amount of each First Note is $146,625.00.


 


q. Additional Expenses. In addition to the
Transaction Fee, the Company shall reimburse Buyers for any and all expenses incurred by them in connection with the
performance of the Transaction Documents, including, without limitation, reasonable attorneys’ and consultants’
fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications
of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation
of opinions of counsel, and costs of restructuring the transactions contemplated by the Transaction Documents. When possible,
the Company must pay these fees directly, including, but not limited to, any and all wire fees, otherwise the Company must
make immediate payment for reimbursement to each Buyer for all fees and expenses immediately upon written notice by such
Buyer or the submission of an invoice by such Buyer.


 


r. Issuance
of Common Stock to Buyers. As additional consideration for the Buyers loaning the Purchase Price to the Company, the
Company shall issue to each Buyer or its designees 100,000 shares of Common Stock (the “Shares”). The Shares
shall be issued and delivered to each Buyer on the Closing Date.


 


s. Participation in Future Financing.


 


(i) From the
date hereof until the date that is the 36 month anniversary of the Closing Date, upon any issuance by the Company or any of
its Subsidiaries of Common Stock or equivalent of Common Stock for cash consideration, indebtedness or a combination of units
thereof (a “Subsequent Financing”), including any registered offering filed with the SEC on Form S-1, Form S-3 or
otherwise, the Buyer shall have the right to participate in up to an amount of the Subsequent Financing equal to at least 50%
of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in
the Subsequent Financing.


 



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(ii) At least five (5) Trading Days (as defined in the
Note) prior to the closing of the Subsequent Financing, the Company shall deliver to the Buyer a written notice of its
intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Buyer if it wants to
review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request
of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly, but no
later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Buyer. The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds
intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be
effected and shall include a term sheet or similar document relating thereto as an attachment.


 


(iii) In the event
the Buyer desires to participate in such Subsequent Financing the Buyer must provide written notice to the Company by not
later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after the Buyer received the Pre-Notice that such
Buyer is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and
representing and warranting that such Buyer has such funds ready, willing, and available for investment on the terms set
forth in the Subsequent Financing Notice.


 


(iv) Notwithstanding anything to the contrary in this
Section 4(q) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing to such Buyer that the
transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the
securities in the Subsequent Financing, in either case in such a manner such that such Buyer will not be in possession of any
material, non-public information, by the tenth (10th) business day following delivery of the Subsequent Financing Notice. If
by such tenth (10th) business day, no public disclosure regarding a transaction with respect to the Subsequent Financing has
been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction
shall be deemed to have been abandoned and such Buyer shall not be deemed to be in possession of any material, non-public
information with respect to the Company or any of its Subsidiaries.


 


5. CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS
TO SELL. The obligation of the Company hereunder to issue and sell a Note to a Buyer at a Closing is subject to the satisfaction,
at or before each Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


a. Such Buyer shall have executed this Agreement and delivered
the same to the Company.


 






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b. Such Buyer shall
have delivered its respective portion of the Purchase Price in accordance with Section 1(b) above.


 


c. The representations and warranties of such Buyer shall
be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time
(except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by such Buyer at or prior to the Closing Date.


 


d. No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or
governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


6. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION
TO PURCHASE.


 


a. The obligation of each Buyer hereunder to
purchase a First Note at the First Closing is subject to the satisfaction, at or before the First Closing Date of each of the
following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by a Buyer at
any time in its sole discretion:


 


(i) The Company shall have executed one or more copy of
this Agreement and delivered the same to each Buyer.


 


(ii) The Board of Directors of the Company shall have
approved by Unanimous Written Consent (the “Consent”) the Issuance and transactions contemplated by this
Agreement and the First Notes and the Company shall have delivered a copy of such fully executed Consent to each Buyer.


 


(iii) The Company shall have delivered to each Buyer its
respective duly executed First Note (in such denominations as such Buyer shall request) and in accordance with Section 1(b)
above.


 


(iv) The Irrevocable Transfer Agent Instructions, in form
and substance satisfactory to the Buyer that is majority-in-interest holder of the outstanding Notes, shall have been
delivered to and acknowledged in writing by the Company’s Transfer Agent and a copy of such fully executed Irrevocable
Transfer Agent Instructions shall have been delivered to each Buyer.


 






    22


     


    

 


(v) The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made
at such time (except for representations and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Each Buyer shall
have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the First
Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including,
but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of
Directors’ resolutions relating to the transactions contemplated hereby.


 


(vi) No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or
governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(vii) No event shall have occurred which could reasonably
be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting
status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


(viii) The Conversion Shares shall have been authorized
for quotation on the OTCBB, OTCQB, OTC Pink or any similar quotation system and trading in the Common Stock on the OTCBB,
OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB, OTC Pink or any similar
quotation system.


 


(ix) Each Buyer shall have received an officer’s
certificate described in Section 3(c) above, dated as of the First Closing Date.


 


(x) Each Buyer shall have received the Shares as set forth
herein.


 






    23


     


    

 


b. The obligation of each Buyer hereunder to
purchase Additional Notes at any Additional Closing is subject to the satisfaction, at or before applicable Additional
Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and
may be waived by a Buyer at any time in its sole discretion:


 


(i) The Buyers shall have executed the Transaction
Documents applicable to the Additional Closing and delivered copies of the same to each Buyer.


 


(ii) The representations and warranties of the Company
shall be true and correct in all material respects (except to the extent that any of such representations and warranties are
already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and
correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as
though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.


 


(iii) No event shall
have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(iv) No default or Event of Default shall have occurred
and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the
passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any
other Transaction Documents.


 


(v) The Company shall have executed such other agreements,
certificates, confirmations or resolutions as each Buyer may require to consummate the transactions contemplated by this
Agreement and the Transaction Documents.


  


7. GOVERNING LAW; MISCELLANEOUS.


 


a. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement, the Notes or any other agreement, certificate, instrument or document contemplated hereby
shall be brought only in the state courts of New York, in the federal courts located in the District of the State of New
York, or in such other jurisdiction and venue as the Holder may determine in its sole discretion. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any
other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.


 






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b. Counterparts; Signatures by Facsimile. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c. Construction; Headings. This Agreement shall be
deemed to be jointly drafted by the Company and the Buyers and shall not be construed against any person as the drafter
hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


d. Severability. In
the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.


 


e. Entire Agreement; Amendments. This Agreement,
the Notes and the instruments referenced herein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyers makes
any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the Buyer the majority in interest holder of the
outstanding Notes.


 






    25


     


    

 


f. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to
be given hereunder shall be deemed effective (a) upon hand delivery or delivery by email or facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b)
on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall
be:


 


If to the Company, to:


Digerati Technologies Inc.


1600 NE Loop 410, Suite 126


San Antonio, Texas 78209


Attn: Arthur Smith, Chief Executive Officer


 


If to a Buyer, to the address set forth on its respective signature
page hereto.


 


Each party shall provide notice to the other party of any change
in address.


 


g. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer
shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.
Notwithstanding the foregoing, subject to Section 2(f), a Buyer may assign its rights hereunder to any person that purchases
Securities in a private transaction from such Buyer or to any of its “affiliates,” as that term is defined under
the 1934 Act, without the consent of the Company.


 


h. Third Party Beneficiaries. This Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.


 


i. Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyers. The
Company agrees to indemnify and hold harmless each Buyer and all their officers, directors, employees and agents for loss or
damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including
advancement of expenses as they are incurred.


 






    26


     


    

 


j. Further Assurances. Each party shall do and
perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


k. No Strict Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


l. Remedies. The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of
the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Agreement, that each Buyer shall be entitled, in addition to all other available remedies at law or
in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or
curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of
showing economic loss and without any bond or other security being required.


 


m. Publicity.
The Company, and each Buyer shall have the right to review a reasonable period of time before issuance of any press releases,
SEC, OTCQB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided,
however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC,
OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law
and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon).


 


n. Indemnification. In
consideration of each Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in
addition to all of the Company’s other obligations under this Agreement or the Notes, the Company shall defend,
protect, indemnify and hold harmless each Buyer and its stockholders, partners, members, officers, directors, employees and
direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the
“Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party
to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and
disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or
the Notes or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in this Agreement or the Notes or any other agreement,
certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made
against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company)
and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or the Notes
or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or
to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the
status of the Buyers or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by
this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is
permissible under applicable law.


 


[signature page follows]


 






    27


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be duly executed as of the date first above written.


 


DIGERATI TECHNOLOGIES
INC.


 


	By:	/s/ Arthur Smith	 
	Name: 	Arthur Smith	 
	Title:	Chief Executive Officer	 




  


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK


SIGNATURE PAGE(S) FOR BUYER(S) FOLLOW]


 






    28


     


    

 


BUYER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT


 


IN WITNESS WHEREOF, the undersigned have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the Execution Date.


 


Name of Buyer: __________________________________________________


A [jurisdiction][type of entity]


Signature of Authorized Signatory of Buyer: _________________________


Name of Authorized Signatory: _________________________


Title of Authorized Signatory: _________________________


 


Subscription Amount/Principal Amount of Notes: $_________________________


Purchase Prices of Notes: $_________________________


 


EIN Number: _________________________


 


[SIGNATURE PAGES CONTINUE]


 






    29


     


    

  


SCHEDULE OF BUYERS 


 





		 		 	(3)	 	 		 
	(1)
    

    Buyer	 	(2)
    

    Address	 	 	Purchase
                                         Price 
 of First Note	 	 	 	(4)
                                         Principal Amount of 
 First Note	 
	BHP
    Capital NY Inc.	 	45
    SW 9th Street, Suite 1603 
Miami, Florida 33130 
Attn: Bryan Pantofel, President	 	$	127,500.00	 	 	$	146,625.00	 
	Armada
    Investment Fund LLC	 	7703
    Springfield Lake Drive 
Lake Worth, Florida 33467 
Attn: Andrew Avitan, Managing Member	 	$	127,500.00	 	 	$	146,625.00	 
	Jefferson
    Street Capital LLC	 	900
    Monroe Street, Suite 908 
Hoboken, New Jersey 07030 
Attn: Brian Goldberg, Managing Member	 	$	127,500.00	 	 	$	146,625.00	 






 






    30


     


    

 


Exhibit A


 


Note


 


See attached


 






    31


     


    

 


Exhibit B


 


Disbursement Authorization


 


See attached


 


 


32