Exhibit
10.2


 


FORM
OF DEBT CONVERSION AGREEMENT


 


This
Debt Conversion Agreement (this “Agreement”) is made as of April 30, 2020 by and between Digerati Technologies, Inc.
a Nevada corporation having an address at 825 W Bitters, Suite 104, San Antonio, Texas 78216 (the “Company”) and __________________,
having an address at __________________(the “Creditor”).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to that certain promissory note attached as Exhibit A hereto (the “Note “), the Company had outstanding
indebtedness to the Creditor as of and including April 30, 2020 in the aggregate amount of $___________, comprised of both principal
and interest (the “Indebtedness”); and


 


WHEREAS,
the Creditor desires to, and the Company has agreed to, convert 50% of the Indebtedness into shares of the Company’s Series
B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a conversion price
of $1.00 per share, and 50% of the Indebtedness into shares of the Company’s Common Stock at a conversion price of $0.03
per share, on the terms and conditions as set forth herein (the “Conversion”), it being agreed and acknowledged that
subsequent to the Conversion, the Indebtedness shall be cancelled.


 


NOW,
THEREFORE, the parties agree as follows:


 


1. Conversion
and Cancellation of the Indebtedness.  Effective automatically upon the execution and delivery of this Agreement
by all the parties (the “Closing”), the Indebtedness shall be cancelled and converted into an aggregate of ___________
shares of Series B Preferred Stock and __________ shares of Common Stock (the “Shares”). All interest due on the Note
from April 30, 2020 through the date of Closing shall remain an obligation of the Company to the Creditor following the Closing.


 


2. Representations
and Warranties of the Company. The Company represents and warrants to the Creditor that:


 


2.1
 Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and consummate
the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Company. The Company has duly executed and delivered
this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Creditor, this Agreement constitutes
a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to
the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditors’ rights generally and
by general principles of equity. Neither the execution, delivery and performance of this Agreement, nor the performance of the
transactions contemplated hereby, including without limitation the issuance of the Shares will: (i) constitute a breach or violation
of the Company’s constituent documents; (ii) conflict with or constitute (with or without the passage of time or the giving
of notice) a breach of, or default under any material agreement, instrument or obligation to which the Company is a party or by
which its assets are bound; or (iii) violate any court order, judgment, administrative or judicial order, writ, decree, stipulation,
arbitration award or injunction or statute, law, ordinance, rule and regulation applicable to the Company.


 






     


     


    

 


2.2 Issuance.
The issuance of the Shares pursuant to this Agreement will not violate any (i) preemptive right, right of first refusal or other
rights of any person to acquire securities of the Company or (ii) applicable federal or state securities laws, and the rules and
regulations promulgated thereunder.


 


3. Representations
and Warranties of the Creditor.  The Creditor represents and warrants to the Company that:


 


3.1 Authority.  The
Creditor has all the power and requisite authority to execute and deliver this Agreement and consummate the transactions contemplated
hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of the Creditor.   The Creditor has duly executed and delivered
this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes
a legal, valid and binding obligation of the Creditor, enforceable against the Creditor in accordance with its terms, except to
the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditor’s rights generally and
by general principles of equity.


 


3.2 No
Prior Transfer.  The Creditor has not previously transferred any interest in the Note or incurred any obligation
to do so.


 


3.3 Investment.  
The Creditor is acquiring the Shares pursuant to this Agreement solely for investment purposes, for the Creditor’s own account
and not with a view to resale or distribution. The Creditor understands that (i) the Shares are not registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws, (ii) the Company is under no obligation
to register the Shares, and (iii) the Shares cannot be transferred, resold or otherwise disposed of by the Creditor without such
registration unless the Company receives an opinion of counsel, reasonably acceptable to the Company, stating that such transfer,
resale or other disposition is exempt from such registration requirements, or other evidence satisfactory to the Company that
demonstrates the applicability of such exemption.


 


3.4 Investment
Qualifications.  The Creditor has such knowledge and experience in financial and business matters and familiarity with
the Company as to be capable of evaluating the merits and risks of converting the Indebtedness into the Shares.


  


4. Survival.  The
representations and warranties in Sections 3 and 4 shall survive the Closing and continue in full force and effect
thereafter.


 






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5. Miscellaneous.


  


5.1 Entire
Agreement.  This Agreement supersedes and cancels any prior or contemporaneous agreements among the parties relating
to the subject matter of this Agreement.  There are no representations, agreements, arrangements or understandings between
the Creditor and the Company relating to the subject matter of this Agreement that are not fully expressed herein.  


 


5.2 Amendment.  This
Agreement may not be amended except by an instrument in writing signed by both the Company and the Creditor.


 


5.3 Successors
and Assigns.  This Agreement may not be assigned or transferred by any party without the prior written consent of
the other party. Subject to the foregoing restriction on transfer or assignment, this Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns.


 


5.4 Governing
Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Nevada, without regard to conflict of law principles.  Any litigation arising out of or related to this Agreement
shall be instituted and prosecuted only in the appropriate state or federal court situated in Clark County, Nevada.


 


5.5 Interpretation.  The
captions of the sections of this Agreement are for convenience and reference only, and shall not be held to explain, modify, amplify
or aid in the interpretation, construction or meaning of this Agreement.


 


5.6 Expenses.
Each party will bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.


 


5.7 Counterparts;
Electronic Signatures.  This Agreement may be executed in counterparts, each of which shall be considered an original
instrument, but all of which together shall be considered one and the same agreement.  Electronically transmitted copies
of the signature page hereof shall be deemed originals and shall be binding for all purposes.


 


[-Signature
Page Follows-]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.


 


THE
COMPANY:


 


DIGERATI
TECHNOLOGIES, INC.


 


	By:	 	 
	 	Name:	 
	 	Title	 
	 	 	 
	THE CREDITOR:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




 


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