Exhibit 4.5


 


PROMISSORY
NOTE


 


	Principal	 	Loan
    Date	 	Maturity	 	Loan
    No	 	Call
    / Coll	 	Account	 	Officer	 	Initials
	$86,000.00	 	04-22-2020	 	04-22-2022	 	524301	 	4A
    / 001	 	SAA1336	 	ADL	 	





References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.



 


	Borrower:  	Shift8
                           Networks, Inc.


825
W Bitters Rd Ste 104

San Antonio, TX 78216


	 	Lender:	THE
                           BANK OF SAN ANTONIO


HEADQUARTERS

1900 NW LOOP 410


SAN
ANTONIO, TX 78213









 





 






 


	Principal Amount: $86,000.00	Interest Rate: 1.000%	Date of Note: April 22, 2020


 


PROMISE
TO PAY. Shift8 Networks, Inc. (“Borrower”) promises to pay to THE BANK OF SAN ANTONIO (“Lender”), or order,
in lawful money of the United States of America, the principal amount of Eighty-six Thousand & 00/100 Dollars ($86,000.00),
together with interest on the unpaid principal balance from April 22, 2020, calculated as described in the “INTEREST CALCULATION
METHOD” paragraph using an interest rate of 1.000% per annum based on a year of 360 days, until maturity. The interest rate
may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.


 


PAYMENT.
Borrower will pay this loan in accordance with the following payment schedule:


 


Borrower
must make all payments at the place Lender designates. The payment terms for this Note are:


 


The
interest rate is 1% per year, beginning on the date of this Note. To the extent the loan amount is not forgiven under the Paycheck
Protection Program (Sections 1102 and 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act)), Borrower must
make equal monthly payments of principal and interest, beginning six (6) months from the date of this Note, until the maturity
date, which is two (2) years from the date of the Note. This Note may be prepaid in part or in full, at any time, without penalty.


 


SBA.
When SBA is the holder, this Note will be interpreted and enforced under Federal law, including SBA regulations. Lender or
SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes.
By using such procedures, SBA does not waive any Federal immunity from state or local control, penalty, tax, or liability. As
to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of
SBA, or preempt Federal law.


 


This
Note arise out of the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-136 (the “CARES Act”) and the Paycheck
Protection Program administered by the U.S. Small Business Administration (the “SBA”) under the SBA’s 7(a) loan
program (the “PPP”) [together with other federal statutes and regulations that are now, or may become, applicable
to the Note, the “Regulations]; pursuant to the Regulations, some or all of the outstanding principal balance of the Note,
together with accrued and unpaid interest thereon, is subject to being forgiven if Borrower satisfies certain requirements relating
to the continued employment and compensation of its employees, and use of proceeds of the Note.


 


Unless
otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal;
and then to any late charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.


 


MAXIMUM
INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown
below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 30/360 simple interest basis; that is, with the exception of odd days
before the first full payment cycle, monthly interest is calculated by applying the ratio of the interest rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied by a month of 30 days. Interest for the odd days before
the first full month is calculated on the basis of the actual days and a 360-day year. All interest payable under this Note is
computed using this method.


 






     


     


    

 


		PROMISSORY
                                         NOTE


	
	Loan
    No: 524301	(Continued)	Page
2


 


PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment in full shall consist
of payment of the remaining unpaid principal balance together with all accrued and unpaid interest and all other amounts, costs
and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan, and
in no event will Borrower ever be required to pay any unearned interest. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments
will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Lender payments
marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that
indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: THE BANK OF SAN ANTONIO, 1900 NW Loop
410 San Antonio, TX 78213.


 


LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased
to 18.000% per annum based on a year of 360 days. However, in no event will the interest rate exceed the maximum interest rate
limitations under applicable law.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.






     


     


    

 


		PROMISSORY
                                         NOTE


	
	Loan
    No: 524301	(Continued)	Page
    3


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire indebtedness, including the unpaid principal balance under this Note,
all accrued unpaid interest, and all other amounts, costs and expenses for which Borrower is responsible under this Note or any
other agreement with Lender pertaining to this loan, immediately due, without notice, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire an attorney to help collect this Note if Borrower does not pay, and Borrower will pay Lender’s
reasonable attorneys’ fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees
for filing, recording, releasing to any public office any instrument securing this Note; the reasonable cost actually expended
for repossessing, storing, preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate
of title to any motor vehicle offered as security for this Note, or premiums or identifiable charges received in connection with
the sale of authorized insurance.


 


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of
Texas.


 


CHOICE
OF VENUE. If there is a lawsuit, and if the transaction evidenced by this Note occurred in BEXAR County, Borrower agrees upon
Lender’s request to submit to the jurisdiction of the courts of BEXAR County, State of Texas.


 


DISHONORED
CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any check given by Borrower to Lender as a payment on this loan
is dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all
accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff
all sums owing on the debt against any and all such accounts.


 


COLLATERAL.
This loan is unsecured.


 






     


     


    

 


		PROMISSORY
                                         NOTE


	
	Loan
    No: 524301	(Continued)	Page
    4


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any
inaccurate information about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice
describing the specific inaccuracy(ies) should be sent to Lender at the following address: THE BANK OF SAN ANTONIO 1900 NW
Loop 410 San Antonio, TX 78213.


 


GENERAL
PROVISIONS. NOTICE: Under no circumstances (and notwithstanding any other provisions of this Note) shall the interest
charged, collected, or contracted for on this Note exceed the maximum rate permitted by law. The term “maximum rate
permitted by law” as used in this Note means the greater of (a) the maximum rate of interest permitted under federal or
other law applicable to the indebtedness evidenced by this Note, or (b) the higher, as of the date of this Note, of the
“Weekly Ceiling” or the “Quarterly Ceiling” as referred to in Sections 303.002, 303.003 and 303.006
of the Texas Finance Code. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note.
Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in
the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause
Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law
or the law of the State of Texas (as applicable). Any such excess interest or unauthorized fee shall, instead of anything
stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid
in full, be refunded to Borrower. The right to accelerate maturity of sums due under this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to
charge or collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the
use, forbearance or detention of sums due hereunder shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of the loan evidenced by this Note until payment in full so that the rate or
amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling. Lender may delay or
forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor,
notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any
change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may
renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral without the consent of or notice to
anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than
the party with whom the modification is made. The obligations under this Note are joint and several.


 




     


     


    

 


		PROMISSORY
                                         NOTE


	
	Loan
    No: 524301	(Continued)	Page
    5


 


PRIOR TO SIGNING THIS
NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 





	SHIFT8 NETWORKS, INC.	 	 	 
	 	 	 	 
	DIGERATI TECHNOLOGIES, INC., Officer of Shift8 Networks, Inc.
	 	 	 	 
	By:	/s/
    Antonio Estrada     4/25/2020	 	By:	/s/
    ArthurLSmith       4/25/2020
	 	Antonio Estrada,  CFO/Director of Digerati
    Technologies, Inc.	 	 	ArthurLSmith,CEO/DirectorofDigerati
    Technologies, Inc.
	 	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 	 
	THE BANK OF SAN ANTONIO	 	 	 
	 	 	 	 
	X	/s/
    ANGIE LEWIS        4/25/2020	 	 	 
	 	ANGIE LEWIS, Vice President	 	 	 


 


 


LaserPro, Ver. 19.4.10.036 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - TX L:\CFI\LPL\D20.FC TR-6592
PR-23