Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2018, is entered into by and between DIGERATI TECHNOLOGIES,
INC., a Nevada corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the
“Buyer”).


 


WITNESSETH:


 


WHEREAS, the
Company and the Buyer are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities
registration afforded, inter alia, by Rule 506 under Regulation D (“Regulation D”) as promulgated by the United
States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
Act”), and/or Section 4(2) of the 1933 Act; and


 


WHEREAS, the
Buyer wishes to purchase from the Company, and the Company wishes to sell the Buyer, upon the terms and subject to the conditions
of this Agreement, securities consisting of the Company’s Convertible Debentures due three years from the respective dates
of issuance (the “Debentures”), each of which are in the form of Exhibit A hereto, which will be convertible
into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate
principal amount of up to Six Hundred Thousand and 00/100 Dollars ($600,000.00), for an aggregate Purchase Price of up to Five
Hundred Forty Thousand and 00/100 Dollars ($540,000.00), all upon the terms and subject to the conditions of this Agreement, the
Debentures, and other related documents;


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. DEFINITIONS; AGREEMENT TO PURCHASE.


 


a. Certain Definitions.
As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:


 


(i) “Affiliate”
means, with respect to a specific Person referred to in the relevant provision, another Person who or which controls or is controlled
by or is under common control with such specified Person.


 


(ii) “Certificates”
means certificates representing the Conversion Shares issuable hereunder, each duly executed on behalf of the Company and issued
hereunder.


 


(iii) “Closing
Date” means the date on which one of the three (3) Closings are held, which are the Signing Closing Date, the Second Closing
Date and the Third Closing Date.


 


(iv) [Reserved]


 




     


    


    

 


(v)
“Commitment Fee” shall have the meaning ascribed to such term in Section 12(a).


 


(vi) “Common Stock”
shall have the meaning ascribed to such term in the Recitals.


 


(vii) “Conversion
Amount” shall mean the Conversion Amount as defined in the Debentures, provided, however that for purposes of the
foregoing calculation, the full indebtedness under the Debentures shall be deemed immediately convertible, notwithstanding the
4.99% limitation on ownership set forth in the Debentures.


 


(viii) “Conversion
Price” means the Conversion Price as defined in the Debentures.


 


(ix) “Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Debentures.


 


(x) “DWAC Operational”
means that the Common Stock is eligible for clearing through the Depository Trust Company (“DTC”) via the DTC’s
Deposit Withdrawal Agent Commission or “DWAC” system and active and in good standing for DWAC issuance by the Transfer
Agent (as defined herein).


 


(xi) “Dollars”
or “$” means United States Dollars.


 


(xii) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(xiii) “Investments”
means Peak One Investments, LLC, the general partner of the Buyer.


 


(xiv) “Irrevocable
Resolutions” has the meaning set forth in Section 8(i).


 


(xv) “Market Price
of the Common Stock” means (x) the closing bid price of the Common Stock for the period indicated in the relevant provision
hereof (unless a different relevant period is specified in the relevant provision), as reported by Bloomberg, LP or, if not so
reported, as reported on the OTCQB, OTCQX or OTC Pink or (y) if the Common Stock is listed on a stock exchange, the closing price
on such exchange, as reported by Bloomberg LP.


 






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(xvi)
“Material Adverse Effect” means a material adverse effect on the business, operations or condition (financial or otherwise)
or results of operation of the Company and its Subsidiaries taken as a whole, in the reasonable commercial discretion of the Buyer,
irrespective of any finding of fault, magnitude of liability (or lack of financial liability). Without limiting the generality
of the foregoing, the occurrence of any of the following, in the reasonable commercial discretion of the Buyer, shall be considered
a Material Adverse Effect: (i) any final money, judgment, writ or warrant of attachment, or similar process (including an arbitral
determination) in excess of One Hundred Fifty Thousand Dollars ($150,000) shall be entered or filed against the Company or any
of its Subsidiaries (including, in any event, products liability claims against the Company or its Subsidiaries), (ii) the suspension
or withdrawal of any governmental authority or permit pertaining to a material amount of the Company’s or any Subsidiary’s
products or services, (iii) the loss of any material insurance coverage (including, in any case, comprehensive general liability
coverage, products liability coverage or directors and officers coverage, in each case in effect at the time of execution and
delivery of this Agreement), (iv) an action by a regulatory agency or governmental body affecting the Common Stock (including,
without limitation, (1) the commencement of any regulatory investigation of which the Company is aware, the suspension of trading
of the Common Stock by the Financial Industry Regulation Authority (“FINRA”), the SEC, the OTC Bulletin Board (“OTCBB”)
or the OTC Markets Group, Inc., the failure of the Common Stock to be DTC eligible or the placing of the Common Stock on the DTC
“chill list” or (2) the engaging in any market manipulation or other unlawful or improper trading or other activity
by any Affiliate), (v) the Company’s independent registered accountants shall resign under circumstances where a disagreement
exists between the Company and its independent registered accountants (unless a new independent registered accountant is immediately
appointed and all previously filed financial statements are still able to be relied upon), (vi) the Company shall fail to timely
file any disclosure document as required by applicable federal or state securities laws and regulations or by the rules and regulations
of any exchange, trading market or quotation system to which the Company or the Common Stock is subject, or (vii) the Chief Executive
Officer of the Company or any other key full-time officer or director of the Company, shall, for any reason (including, without
limitation, termination, resignation, retirement, death or disability) cease to act on behalf of the Company in the same role
and to the same extent as his or her involvement as of the date of execution and delivery of this Agreement.


 


(xvii) “Person”
means any living person or any entity, such as, but not necessarily limited to, a corporation, partnership or trust.


 


(xviii) “Purchase
Price” means the price that the Buyer pays for the Debentures at each respective Closing, which are the Signing Purchase
Price, the Second Purchase Price and the Third Closing Price, as the case may be.


 


(xix) “Registrable
Securities” shall mean the Conversion Shares, and, to the extent applicable, and any other shares of capital stock or other
securities of the Company or any successor to the Company that are issued upon exchange of Conversion Shares and/or such Restricted
Stock.


 


(xx) “Registration Statement”
shall mean a registration statement on Form S-1 (or any successor thereto) filed or contemplated to be filed by the Company with
the SEC under the Securities Act.


 


(xxi) “Restricted
Stock” shall mean shares of Common Stock which are not freely trading shares when issued.


 


(xxii) “Securities”
means the Debentures and the Shares.


 


(xxiii) “Shares”
means the Conversion Shares.


 




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(xxiv)
“Second Closing Date” shall have the meaning ascribed to such term in Section 6(b).


 


(xxv) “Second Debenture”
means the second of the three (3) Debentures, in the principal amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00),
which is issued by the Company to the Buyer on the Second Closing Date.


 


(xxvi) “Second
Purchase Price” shall be One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00)


 


(xxvii) “Signing
Closing Date” shall have the meaning ascribed to such term in Section 6(a).


 


(xxviii) “Signing
Debenture” means the first of the three (3) Debentures, in the principal amount of Two Hundred Thousand and 00/100 Dollars
($200,000.00), to be issued by the Company to the Buyer on the Signing Closing Date.


 


(xxix) “Signing
Purchase Price” shall be One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00).


 


(xxx) “Subsidiary”
shall have the meaning ascribed to such term in Section 3(b).


 


(xxxi) “Third Closing
Date” shall have the meaning ascribed to such term in Section 6(c).


 


(xxxii) “Third
Debenture” means the third of the three (3) Debentures, in the principal amount of Two Hundred Thousand and 00/100 Dollars
($200,000.00), which is issued by the Company to the Buyer on the Third Closing Date.


 


(xxxiii) “Third
Purchase Price” shall be One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00).


 


(xxxiv) “Transaction
Documents” means, collectively, this Agreement, the Debentures, the Transfer Agent Instruction Letter, the Irrevocable Resolutions
and the other agreements, documents and instruments contemplated hereby or thereby.


 


(xxxv) “Transfer
Agent” shall have the meaning ascribed to such term in Section 4(a).


 


(xxxvi) “Transfer
Agent Instruction Letter” shall have the meaning ascribed to such term in Section 5(a).


 


b. Purchase and Sale
of Debentures.


 


(i) The Buyer agrees
to purchase from the Company, and the Company agrees to sell to the Buyer, the Debentures on the terms and conditions set forth
below in this Agreement and the other Transaction Documents.


 




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(ii)
Subject to the terms and conditions of this Agreement and the other Transaction Documents, the Buyer will purchase the Debentures
at certain closings (each, a “Closing”) to be held on certain respective Closing Dates.


 


c. [Reserved]


 


(i) [Reserved]


 


(ii) [Reserved]


 


2. BUYER’S REPRESENTATIONS, WARRANTIES, ETC.


 


The Buyer represents
and warrants to, and covenants and agrees with, the Company as follows:


 


a. Investment Purpose.
Without limiting the Buyer’s right to sell the Shares pursuant to a Registration Statement, Buyer is purchasing the
Debentures, and will be acquiring the Conversion Shares, for its own account for investment only and not with a view towards the
public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.


 


b. Accredited Investor
Status. Buyer is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations
under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement
and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional
advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to
protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv)
able to afford the entire loss of its investment in the Securities.


 


c. Subsequent Offers
and Sales. All subsequent offers and sales of the Securities by the Buyer shall be made pursuant to registration of the Shares
under the 1933 Act or pursuant to an exemption from registration and compliance with applicable states’ securities laws.


 


d. Reliance on Exemptions.
Buyer understands that the Securities are being offered and sold to it in reliance on 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.


 


e.
Information. Buyer and its advisors have been 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. Buyer and
its advisors have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers
to any such inquiries. Without limiting the generality of the foregoing, Buyer has also had the opportunity to obtain and to review
the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2017, and Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 2017 (collectively, the “SEC Documents”).


 






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f. Investment Risk.
Buyer understands that its investment in the securities constitutes high risk investment, its investment in the Securities
involves a high degree of risk, including the risk of loss of the Buyer’s entire investment.


 


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


 


h. Organization; Authorization.
Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. This
Agreement and the other Transaction Documents have been duly and validly authorized, executed and delivered on behalf of the Buyer
and create a valid and binding agreement of the Buyer enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’
rights generally.


 


i. Residency. The
state in which any offer to sell Securities hereunder was made to or accepted by the Buyer is the state shown as the Buyer’s
address contained herein, and Buyer is a resident of such state only.


 


3. COMPANY REPRESENTATIONS AND WARRANTIES, ETC.



 


The Company represents and warrants to the Buyer that:


 


a. Concerning the
Debentures and the Shares. There are no preemptive rights of any stockholder of the Company to acquire the Debentures or the
Shares pursuant to the Nevada Revised Statutes.


 


b. Organization;
Subsidiaries; Reporting Company Status. Attached hereto as Schedule 3(b) is an organizational chart describing
all of the Company’s wholly-owned and majority-owned subsidiaries (the “Subsidiaries”) and other
Affiliates, including the relationships among the Company and such Subsidiaries, including as to each Subsidiary its
jurisdiction of organization and the percentage of ownership held by the Company, and the parent company of the Subsidiary,
including the percentage of ownership of the Company held by it. The Company and each Subsidiary is a corporation or other
form of businesses entity duly organized, validly existing and in good standing under the laws its respective jurisdiction of
organization, and each of them has the requisite corporate or other power to own its properties and to carry on its business
as now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation or other entity to do
business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a
Material Adverse Effect. The Common Stock is listed and traded on the OTCM (as defined below)
(trading symbol: DTGI). The Company has received no notice that it has not cured, either oral or written, from FINRA, the
SEC, or any other organization, with respect to the continued eligibility of the Common Stock for listing on the OTCM, and
the Company currently maintains all requirements for the continuation of such listing. The Company is an operating company in
that, among other things (A) it primarily engages, wholly or substantially, directly or indirectly through a majority owned
Subsidiary or Subsidiaries, in the production or sale, or the research or development, of a product or service other than the
investment of capital, (B) it is not an individual or sole proprietorship, (C) it is not an entity with no specific business
plan or purpose and its business plan is not to engage in a merger or acquisition with an unidentified company or companies
or other entity or person, and (D) it intends to use the proceeds from the sale of the Debentures solely for the operation of
the Company’s business and uses other than personal, family, or household purposes.




 




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c. Authorized Shares.
Schedule 3(c) sets forth all capital stock and derivative securities of the Company that are authorized for issuance and
that are issued and outstanding. All issued and outstanding shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable. The Company has sufficient authorized and unissued shares of Common Stock as may be necessary
to effect the issuance of the Shares, assuming the prior issuance and exercise, exchange or conversion, as the case may be, of
all derivative securities authorized, as indicated in Schedule 3(c). The Shares have been duly authorized and, when issued
upon conversion of, or as interest on, the Debentures, the Shares will be duly and validly issued, fully paid and non-assessable
and will not subject the holder thereof to personal liability by reason of being such holder. At all times, the Company shall keep
available and reserved for issuance to the holders of the Debentures shares of Common Stock duly authorized for issuance against
the Debentures.


 


d. Authorization.
This Agreement, the issuance of the Debentures (including without limitation the incurrence of indebtedness thereunder), the
issuance of the Conversion Shares under the Debentures, and the other transactions contemplated by the Transaction Documents, have
been duly, validly and irrevocably authorized by the Company, and this Agreement has been duly executed and delivered by the Company.
The Company’s board of directors, in the exercise of its fiduciary duties, has irrevocably approved the entry into and performance
of the Transaction Documents, including, without limitation the sale of the Debentures and the issuance of Conversion Shares, based
upon a reasonable inquiry concerning the Company’s financing objectives and financial situation. Each of the Transaction
Documents, when executed and delivered by the Company, are and will be, valid, legal and binding agreements of the Company, enforceable
in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.


 


e.
Non-contravention. The execution and delivery of the Transaction Documents, the issuance of the Securities and the consummation
by the Company of the other transactions contemplated by this Agreement and the Debentures (including without limitation the incurrence
of indebtedness thereunder) do not and will not conflict with or result in a breach by the Company of any of the terms or provisions
of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, each as currently in effect, (ii)
any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which
it or any of its properties or assets are bound, including any listing agreement for the Common Stock, except as herein set forth
or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the triggering
of any anti-dilution rights, rights of first refusal or first offer on the part of holders of the Company’s securities,
(iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court,
United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the
Company or any of its properties or assets, or (iv) the Company’s listing agreement for its Common Stock (if applicable).


 






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f. Approvals. No
authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange
or market or the stockholders of the Company is required to be obtained by the Company for the entering into and performing this
Agreement and the other Transaction Documents (including without limitation the issuance and sale of the Securities to the Buyer
as contemplated by this Agreement) except such authorizations, approvals and consents that have been obtained, or such authorizations,
approvals and consents, the failure of which to obtain would not have a Material Adverse Effect.


 


g. SEC Filings; Rule
144 Status. None of the SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances
under which they were made, not misleading. The Company has filed all requisite forms, reports and exhibits thereto with the SEC
as required. The Company is not aware of any event occurring on or prior to the execution and delivery of this Agreement that would
require the filing of, or with respect to which the Company intends to file, a Form 8-K after such time (except with respect to
this transaction). The Company satisfies the requirements of Rule 144(i)(2), and the Company shall continue to satisfy all applicable
requirements of Rule 144 (or any successor thereto) for so long as any Securities are outstanding and not registered pursuant to
an effective registration statement filed with the SEC.


 


h.
Absence of Certain Changes. Since October 31, 2017, when viewed from the perspective of the Company and its Subsidiaries
taken as a whole, there has been no material adverse change and no material adverse development in the business, properties, operations,
condition (financial or otherwise), or results of operations of the Company and its Subsidiaries (including, without limitation,
a change or development which constitutes, or with the passage of time is reasonably likely to become, a Material Adverse Effect),
except as disclosed in the SEC Documents. Since October 31, 2017, except as provided in the SEC Documents, the Company has not
(i) incurred or become subject to any material liabilities (absolute or contingent) except liabilities incurred in the ordinary
course of business consistent with past practices; (ii) discharged or satisfied any material lien or encumbrance or paid any material
obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent
with past practices; (iii) declared or made any payment or distribution of cash or other property to stockholders with respect
to its capital stock, or purchased or redeemed, or made any agreements to purchase or redeem, any shares of its capital stock;
(iv) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of
business consistent with past practices; (v) suffered any substantial losses or waived any rights of material value, whether or
not in the ordinary course of business, or suffered the loss of any material amount of existing business; (vi) made any changes
in employee compensation, except in the ordinary course of business consistent with past practices; or (vii) experienced any material
problems with labor or management in connection with the terms and conditions of their employment.


 






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i. Full Disclosure.
There is no fact known to the Company (other than general economic conditions known to the public generally or as disclosed
in the SEC Documents) that has not been disclosed in writing to the Buyer that (i) would reasonably be expected to have a Material
Adverse Effect, (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its
obligations pursuant to the Transaction Documents, or (iii) would reasonably be expected to materially and adversely affect the
value of the rights granted to the Buyer in the Transaction Documents.


 


j. Absence of Litigation.
Except as described in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the validity or enforceability
of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents. The Company
is not a party to or subject to the provisions of, any order, writ, injunction, judgment or decree of any court or government agency
or instrumentality which could reasonably be expected to have a Material Adverse Effect.


 


k. Absence of Liens.
The Company’s assets are not encumbered by any liens or mortgages except as described in the SEC Documents or incurred
in the ordinary course of business.


 


l. Absence of Events
of Default. No event of default (or its equivalent term), as defined in the respective agreement, indenture, mortgage, deed
of trust or other instrument, to which the Company is a party, and no event which, with the giving of notice or the passage of
time or both, would become an event of default (or its equivalent term) (as so defined in such document), has occurred and is continuing,
which would have a Material Adverse Effect.


 


m.
No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the SEC
Documents or those incurred in the ordinary course of the Company’s business since October 31, 2017, and which individually
or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with
respect to the Company or its properties, business, condition (financial or otherwise), or results of operations, which, under
applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which
has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated
to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the
articles of incorporation, by-laws or any other charter document of the Company, each as currently in effect, with or without
shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the
Common Stock or (y) materially or substantially change the business, assets or capital of the Company.


 






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n. No Integrated Offering.
Neither the Company nor any of its affiliates nor any Person acting on its or their behalf has, directly or indirectly, at
any time during the six month period immediately prior to the date of this Agreement made any offer or sales of any security or
solicited any offers to buy any security under circumstances that would eliminate the availability of the exemption from registration
under Rule 506 of Regulation D in connection with the offer and sale of the Securities as contemplated hereby.


 


o. Dilution. The
number of Shares issuable upon conversion of the Debentures may increase substantially in certain circumstances, including, but
not necessarily limited to, the circumstance wherein the Market Price of the Common Stock declines prior to the conversion of the
Debentures. The Company’s executive officers and directors have studied and fully understand the nature of the securities
being sold hereby and recognize that they have a potential dilutive effect and further that the conversion of the Debentures and/or
sale of the Conversion Shares may have an adverse effect on the Market Price of the Common Stock. The Board of Directors of the
Company has concluded, in its good faith business judgment that such issuance is in the best interests of the Company. The Company
specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Debentures is binding upon
the Company and enforceable regardless of the dilution such issuance may have on the ownership %s of other shareholders of the
Company.


 


p. Regulatory Permits.
The Company has all such permits, easements, consents, licenses, franchises and other governmental and regulatory authorizations
from all appropriate federal, state, local or other public authorities (“Permits”) as are necessary to own and lease
its properties and conduct its businesses in all material respects in the manner described in the SEC Documents and as currently
being conducted. All such Permits are in full force and effect and the Company has fulfilled and performed all of its material
obligations with respect to such Permits, and no event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof or will result in any other material impairment of the rights of the holder of any such Permit,
subject in each case to such qualification as may be disclosed in the SEC Documents. Such Permits contain no restrictions that
would materially impair the ability of the Company to conduct businesses in the manner consistent with its past practices. The
Company has not received notice or otherwise has knowledge of any proceeding or action relating to the revocation or modification
of any such Permit.


 


q. Reserved.


 


r. Hazardous Materials.
The Company is in compliance with all applicable Environmental Laws in all respects except where the failure to comply does
not have and could not reasonably be expected to have a Material Adverse Effect. For purposes of the foregoing:


 


“Environmental
Laws” means, collectively, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control
Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, any other “Superfund” or “Superlien”
law or any other applicable federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, the environment or any Hazardous Material.


 






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“Hazardous
Material” means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling,
storage, disposal, treatment or emission of which is subject to any Environmental Law.


 


s. Independent Public
Accountants. The Company’s auditor, LBB & Associates Ltd., LLP, is an independent registered public accounting firm
with respect to the Company, as required by the 1933 Act, the Exchange Act and the rules and regulations promulgated thereunder.


 


t. Internal Accounting
Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (1)
transactions are executed in accordance with management’s general or specific authorization; (2) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
accountability for assets; (3) access to assets is permitted only in accordance with management’s general or specific authorization;
and (4) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 


u. Brokers. Other
than the Company’s arrangement with Mackey McFarlane, J. H. Darbie & Co., no Person (other than the Buyer and its principals,
employees and agents) is entitled to receive any consideration from the Company or the Buyer arising from any finder’s agreement,
brokerage agreement or other agreement to which the Company is a party.


 


v. DWAC Operational. The
Company is currently DWAC Operational.


 


4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.


 


a.
Transfer Restrictions. The parties acknowledge and agree that (1) the Debentures have not been registered under the provisions
of the 1933 Act and the Shares have not been registered under the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act (“Rule 144”)
may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale 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 used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; (3) at the request of the Buyer, the Company shall, from time to time, within three (3) business days of
such request, at the sole cost and expense of the Company, either (i) deliver to its transfer agent and registrar for the Common
Stock (the “Transfer Agent”) a written letter instructing and authorizing the Transfer Agent to process transfers
of the Shares at such time as the Buyer has held the Securities for the minimum holding period permitted under Rule 144, subject
to the Buyer’s providing to the Company and its Transfer Agent certain customary representations contemporaneously with
any requested transfer, or (ii) at the Buyer’s option or if the Transfer Agent requires further confirmation of the availability
of an exemption from registration, furnish to the Buyer an opinion of the Company’s counsel in favor of the Buyer (and,
at the request of the Buyer, any agent of the Buyer, including but not limited to the Buyer’s broker or clearing firm) and
the Transfer Agent, reasonably satisfactory in form, scope and substance to the Buyer and the Transfer Agent, to the effect that
a contemporaneously requested transfer of shares does not require registration under the 1933 Act, pursuant to the 1933 Act, Rule
144 or other regulations promulgated under the 1933 Act and (4) neither the Company nor any other Person is under any obligation
to register the Securities under the 1933 Act or to comply with the terms and conditions of any exemption thereunder.


 






    	 	11	 



    


    

 


b. Restrictive Legend.
The Buyer acknowledges and agrees that the Debentures, and, until such time as the Shares have been registered under the 1933
Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments
representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order
may be placed against transfer of any such Securities):


 


THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.


 


c. Reserved.


 


d. Securities Filings.
If required in the opinion of Company counsel, the Company will undertake and agree to make all necessary filings in connection
with the sale of the Securities to the Buyer required under any United States laws and regulations applicable to the Company (including
without limitation state “blue sky” laws), or by any domestic securities exchange or trading market, and to provide
a copy thereof to the Buyer promptly after such filing.


 


e.
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially own any Securities, (i) the
Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant
to Section 13 or 15(d) of the Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the Exchange
Act; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a “shell
company” or indicate to the contrary to the SEC or any other Person; (iii) the Company shall take all other action under
its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the Buyer at the earliest
possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent
registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under
its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all
Registrable Securities) on the OTC Markets, Inc. (“OTCM”) on the OTC Pink (“OTCP”), OTCQB (“OTCQB”),
or OTCQX (“OTCQX”), and will comply in all material respects with the Company’s reporting, filing and other
obligations under the by-laws or rules of the Financial Industry Regulatory Authority (“FINRA”). If, so long as the
Buyer beneficially own any of the Securities, the Company receives any written notice from the OTCM, FINRA, or the SEC with respect
to either any alleged deficiency in the Company’s compliance with applicable rules and regulations (including without limitation
any comments from the SEC on any of the Company’s documents filed (or the failure to have made any such filing) under the
1933 Act or the Exchange Act) (each, a “Regulatory Notice”), then the Company shall promptly, and in any event within
three (3) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five
(5) business days of receipt of the Regulatory Notice (a “Regulatory Response”), respond in writing to the OTCM, FIRNA
and/or SEC (as the case may be), setting forth the Company’s explanation and/or response to the issues raised in the Regulatory
Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM,
FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, FINRA and/or SEC, as the case may be,
the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and
remain available for trading on the OTCP, OTCQB, or OTCQX. Further, at all times while any Securities are outstanding, the Common
Stock shall be DWAC Operational, and the Common Stock shall not be subject to any DTC “chill” designation or similar
restriction on the clearing of the Common Stock through DTC.


 






    	 	12	 



    


    

 


f. Use of Proceeds.
The Company shall use the proceeds from the sale of the Debentures for working capital purposes only.


 


g.
Available Shares. Commencing on the date of execution and delivery of this Agreement, the Company shall have and maintain
authorized and reserved for issuance, free from preemptive rights, that number of shares equal to Seven Hundred percent (700%)
of the number of shares of Common Stock (1) issuable based upon the conversion of the then-outstanding Debentures (including accrued
interest thereon) as may be required to satisfy the conversion rights of the Buyer pursuant to the terms and conditions of the
Debenture (for the avoidance of doubt, this shall be calculated based on the applicable conversion price that would result on
or after the date that is 180 days after the issuance date of the respective Debenture(s) regardless of the date of calculation)
(without giving effect to the 4.99% limitation on ownership as set forth in the Debentures), provided, however that for
purposes of the foregoing calculation, the full indebtedness under the Debentures shall be deemed immediately convertible and
(2) issuable to the Buyer on future Closing Dates, based upon the lowest closing bid price per share of the Common Stock on the
date before the most recent Closing Date (as reported by Bloomberg LP) (collectively in the aggregate the “Required Reserve
Amount”). The Company shall monitor its compliance with the foregoing requirements on an ongoing basis. If at any time the
Company does not have available an amount of authorized and non-issued Shares required to be reserved pursuant to this Section,
then the Company shall, without notice or demand by the Buyer, call within thirty (30) days of such occurrence and hold within
sixty (60) days of such occurrence a special meeting of shareholders, for the sole purpose of increasing the number of shares
authorized. Management of the Company shall recommend to shareholders to vote in favor of increasing the number of Common Stock
authorized at the meeting. Members of the Company’s management shall also vote all of their own shares in favor of increasing
the number of Common Stock authorized at the meeting. If the increase in authorized shares is approved by the stockholders at
the meeting, the Company shall implement the increase in authorized shares within three (3) business days following approval at
such meeting (or as soon thereafter as permitted by applicable law). Alternatively, to the extent permitted by applicable law,
in lieu of calling and holding a meeting as described above, the Company may, within thirty (30) days of the date when the Company
does not have available an amount of authorized and non-issued Shares required to be reserved as described above, procure the
written consent of stockholders to increase the number of shares authorized, and provide the stockholders with notice thereof
as may be required under applicable law (including without limitation Section 14(c) of the Exchange Act and Regulation 14C thereunder).
Upon obtaining stockholder approval as aforesaid, the Company shall cause the appropriate increase in its authorized shares of
Common Stock within three (3) business days (or as soon thereafter as permitted by applicable law). Company’s failure to
comply with these provisions will be an Event of Default (as defined in the Debentures).


 


h. Reimbursement.
If (i) Buyer and/or Investments becomes a party defendant in any capacity in any action or proceeding brought by any stockholder
of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents,
or if the Buyer and/or Investments is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Buyer
and/or Investments, other than by reason of its own gross negligence, willful misconduct or breach of law (as adjudicated by a
court of law having proper jurisdiction and such adjudication is not subject to appeal), is impleaded in any such action, proceeding
or investigation by any Person, then in any such case, the Company shall promptly reimburse the Buyer and/or Investments for its
or their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith.
The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any affiliates of the Buyer and/or Investments who are actually named
in such action, proceeding or investigation, and partners, directors, agents, employees and controlling Persons (if any), as the
case may be, of the Buyer, Investments and any such Affiliate, and shall be binding upon and inure to the benefit of any successors,
assigns, heirs and personal representatives of the Company, the Buyer, Investments and any such Affiliate and any such Person.
Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither any Buyer, Investments nor any
such Affiliate, partners, directors, agents, employees or controlling Persons shall have any liability to the Company or any Person
asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction
Documents.


 




    	 	13	 



    


    

 


i.
The Company shall provide the Transfer Agent and/or the Buyer, Investments or their respective brokerage and/or clearing firm
with all relevant legal opinions and other documentation reasonably requested by the Buyer or Investments in connection with the
issuance of the Conversion Shares or the Restricted Stock, or the sale thereof, to confirm the share issuance(s) such that the
Conversion Shares and/or Restricted Stock may be deposited with the applicable brokerage and/or clearing firm.


 


j. Reserved.


 


k. Notice of Material
Adverse Effect. The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and
in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company.
For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s
constructive knowledge upon due inquiry.


 


l. Public Disclosure.
Except to the extent required by applicable law or by the SEC, absent the Buyer’s prior written consent, the Company
shall not reference the name of the Buyer in any press release, securities disclosure, business plan, marketing or funding proposal.


 


m. Nature of Transaction;
Savings Clause. It is the parties’ express understanding and agreement that the transactions contemplated by the Transaction
Documents constitute an investment and not a loan. If nonetheless such transactions are deemed to be a loan (as adjudicated by
a court of law having proper jurisdiction and such adjudication is not subject to appeal), the Company shall not be obligated or
required to pay interest at a rate that could subject Buyer to either civil or criminal liability as a result of such rate exceeding
the maximum rate that the Buyer is permitted to charge under applicable law, and the Company’s obligations under the Transaction
Documents shall not be void or voidable on the basis of the Buyer’s lack of any license or registration as a lender with
any governmental authority. It is expressly understood and agreed by the parties that neither the amounts payable pursuant to Section
12, any redemption premium, remedy upon an Event of Default (as defined in the Debentures) or any Acceleration Amount (as defined
in the Debentures), original issue discount nor any investment returns of the Buyer on the sale of the Debentures or the sale of
any Conversion Shares (whether unrealized or realized) shall be construed as interest. If, by the terms of the Debentures, any
other Transaction Document or any other instrument, Buyer is at any time required or obligated to pay interest at a rate exceeding
such maximum rate, interest payable under the Debenture and/or such other Transaction Documents or other instrument shall be computed
(or recomputed) at such maximum rate, and the portion of all prior interest payments (if any) exceeding such maximum shall be applied
to payment of the outstanding principal of the Debentures.


 






    	 	14	 



    


    

 


5. TRANSFER AGENT INSTRUCTIONS.


 


a.
Transfer Agent Instruction Letter. On or before the Signing Closing Date, the Company shall irrevocably instruct its Transfer
Agent in writing using the letter substantially in the form of Exhibit B annexed hereto, with only such modifications as
the Buyer agrees to, executed by the Company, the Buyer and the Transfer Agent (the “Transfer Agent Instruction Letter”),
to (i) reserve that number of shares of Common Stock as is required under Section 4(g) hereof, and (ii) issue Common Stock from
time to time upon conversion of the Debentures in such amounts as specified from time to time by the Buyer to the Transfer Agent
in a Notice of Conversion, in such denominations to be specified by the Buyer in connection with each conversion of the Debentures.
The Transfer Agent shall not be restricted from issuing shares from only the allotment reserved hereunder for the Conversion Amount
(as defined in the Debentures), but instead may, to the extent necessary to satisfy the amount of shares issuable upon conversion,
issue shares above and beyond the amount reserved on account of the Conversion Amount, without any additional instructions or
authorization from the Company, and the Company shall not provide the Transfer Agent with any instructions or documentation contrary
to the foregoing. As of the date of this Agreement, the Transfer Agent is American Stock Transfer & Trust Company. The Company
shall at all times while any Debentures are outstanding engage a Transfer Agent which is a party to the Transfer Agent Instruction
Letter. If for any reason the Company’s Transfer Agent is not a signatory of the Transfer Agent Instruction Letter while
any Debentures or Restricted Stock are outstanding and held by the Buyer, then such Transfer Agent shall nonetheless be deemed
bound by the Transfer Agent Instruction Letter, and the Company shall neither (i) permit the Transfer Agent to disclaim, disregard
or refuse to abide by the Transfer Agent’s obligations, terms and agreements set forth in the Transfer Agent Instruction
Letter, nor (ii) issue any instructions to the Transfer Agent contrary to the obligations, terms and agreements set forth in the
Transfer Agent Instruction Letter . The Company shall not terminate the Transfer Agent or otherwise change Transfer Agents without
at least fifteen (15) days prior written notice to the Buyer and with the Buyer’s prior written consent to such change,
which the Buyer may grant or withhold in its sole discretion. The Company shall continuously monitor its compliance with the share
reservation requirements and, if and to the extent necessary to increase the number of reserved shares to remain and be at least
the Required Reserve Amount to account for any decrease in the Market Price of the Common Stock, the Company shall immediately
(and in any event within three (3) business days) notify the Transfer Agent in writing of the reservation of such additional shares,
provided that in the event that the number of shares reserved for conversion of the Debentures is less than the Required
Reserve Amount, the Buyer may also directly instruct the Transfer Agent to increase the reserved shares as necessary to satisfy
the minimum reserved share requirement, and the Transfer Agent shall act accordingly, provided, further, that the Company
shall within three (3) business days provide any written confirmation, assent or documentation thereof as the Transfer Agent may
request to act upon a share increase instruction delivered by the Buyer. The Company shall provide the Buyer with a copy of all
written instructions to the Company’s Transfer Agent with respect to the reservation of shares simultaneously with the issuance
of such instructions to the Transfer Agent. The Company covenants that no instruction other than such instructions referred to
in this Section 5 and stop transfer instructions to give effect to Section 4(a) hereof prior to registration and sale of the Conversion
Shares under the 1933 Act will be given by the Company to the Transfer Agent and that the Conversion Shares shall otherwise be
freely transferable on the books and records of the Company as and to the extent provided in this Agreement and applicable law.
If the Buyer provides the Company and/or the Transfer Agent with an opinion of counsel reasonably satisfactory to the Company
that registration of a resale by the Buyer of any of the Securities in accordance with clause (1)(B) of Section 4(a) of this Agreement
is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit
the de-legending or transfer of the Securities and, in the case of the Conversion Shares, instruct the Company’s Transfer
Agent to issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by
the Buyer.


 




    	 	15	 



    


    

 


b.
Conversion. (i) The Company shall permit the Buyer to exercise the right to convert the Debentures by faxing, emailing
or delivering overnight an executed and completed Notice of Conversion to the Company or the Transfer Agent. If so requested by
the Buyer or the Transfer Agent, the Company shall within three (3) business days respond with its endorsement so as to confirm
the outstanding principal amount of any Debenture submitted for conversion or shall reconcile any difference with the Buyer promptly
after receiving such Notice of Conversion.


 


(ii) The term “Conversion
Date” means, with respect to any conversion elected by the holder of the Debentures, the date specified in the Notice of
Conversion, provided the copy of the Notice of Conversion is given either via mail or facsimile to or otherwise delivered to the
Transfer Agent and/or the Company in accordance with the provisions hereof so that it is received by the Transfer Agent and/or
the Company on or before such specified date.


 


(iii) The Company shall
deliver (or will cause the Transfer Agent to deliver) the Conversion Shares issuable upon conversion as follows: (1) if the Company
is then DWAC Operational, via DWAC, (2) if the Common Stock is then eligible for the Depository Trust Company’s Direct Registration
System (“DRS”), if so requested by the Buyer, or (3) if the Company is not then DWAC Operational or the Common Stock
is not then eligible for DRS, in certificated form, to the Buyer at the address specified in the Notice of Conversion (which may
be the Buyer’s address for notices as contemplated by Section 10 hereof or a different address) via express courier, in each
case within three (3) business days (the “Delivery Date”) after (A) the business day on which the Company or the Transfer
Agent has received the Notice of Conversion (by facsimile, email or other delivery) or (B) the date on which payment of interest
and principal on the Debentures, which the Company has elected to pay by the issuance of Common Stock, as contemplated by the Debentures,
was due, as the case may be.


 


c. Failure to Timely
Issue Conversion Shares or De-Legended Shares. The Company’s failure to issue and deliver Conversion Shares to the Buyer
(either by DWAC, DRS or in certificated form, as required by Section 5(b)) on or before the Delivery Date shall be considered an
Event of Default, which shall entitle the Buyer to certain remedies set forth in the Debentures and provided by applicable law.
Similarly, the Company’s failure to issue and deliver Common Stock in unrestricted form without a restrictive legend
when required under the Transaction Documents shall entitle the Buyer to damages for the diminution in value (if any) of the relevant
shares between the date delivery was due versus the date ultimately delivered in unrestricted form. The Company acknowledges that
its failure to timely honor a Notice of Conversion (or the occurrence of any other Event of Default) shall cause definable financial
hardship on the Buyer(s) and that the remedies set forth herein and in the Debentures are reasonable and appropriate.


 






    	 	16	 



    


    

 


d.
Duties of Company; Authorization. The Company shall inform the Transfer Agent of the reservation of shares contemplated
by Section 4(g) and this Section 5, and shall keep current in its payment obligations to the Transfer Agent such that the Transfer
Agent will continue to process share transfers and the initial issuance of shares of Common Stock upon the conversion of Debentures.
The Company hereby authorizes and agrees to authorize the Transfer Agent to correspond and otherwise communicate with the Buyer
or their representatives in connection with the foregoing and other matters related to the Common Stock. Further, the Company
hereby authorizes the Buyer or its representative to provide instructions to the Transfer Agent that are consistent with the foregoing
and instructs the Transfer Agent to honor any such instructions. Should the Company fail for any reason to keep current in its
payment obligations to the Transfer Agent, the Buyer and/or Investments may pay such amounts as are necessary to compensate the
Transfer Agent for performing its duties with respect to share reservation, issuance of Conversion Shares and/or de-legending
certificates representing Restricted Stock, and all amounts so paid shall be promptly reimbursed by the Company. If not so reimbursed
within thirty (30) days, such amounts shall, at the option of the Buyer and without prior notice to or consent of the Company,
be added to the principal amount due under the Debenture(s) held by the Buyer, whereupon interest will begin to accrue on such
amounts at the rate specified in the Debentures.


 


e. Effect of Bankruptcy.
The Buyer shall be entitled to exercise its conversion privilege with respect to the Debentures notwithstanding the commencement
of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor
under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11
U.S.C. §362 in respect of the Buyer’s conversion privilege. The Company hereby waives, to the fullest extent permitted,
any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Debentures. The Company agrees,
without cost or expense to the Buyer, to take or to consent to any and all action necessary to effectuate relief under 11 U.S.C.
§362.


 


6. CLOSINGS.


 


a. Signing Closing.
Promptly upon the execution and delivery of this Agreement, the Signing Debenture, and all conditions in Sections 7 and 8 herein
are met (the “Signing Closing Date”), (A) the Company shall deliver to the Buyer the following: (i) the Signing Debenture;
(ii) the Transfer Agent Instruction Letter; (iii) duly executed counterparts of the Transaction Documents; and (iv) an officer’s
certificate of the Company confirming the accuracy of the Company’s representations and warranties contained herein, and
(B) the Buyer shall deliver to the Company the following: (i) the Signing Purchase Price and (ii) duly executed counterparts of
the Transaction Documents (as applicable). The Company shall immediately pay the fees due under Section 12 of this Agreement upon
receipt of the Signing Purchase Price if Buyer does not withhold such amounts from the Signing Purchase Price pursuant to Section
12.


 


b. Second Closing.
At any time after sixty (60) days following the Signing Closing Date, subject to the mutual agreement of the Buyer and the
Company, for the “Second Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8,
(A) the Company shall deliver to the Buyer the following: (i) the Second Debenture; (ii) an amendment to the Transfer Agent Instruction
Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof,
if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Second Closing Date, the accuracy of
the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as
of the Second Closing Date, and (B) the Buyer shall deliver to the Company the Second Purchase Price.


 




    	 	17	 



    


    

 


c.
Third Closing. At any time after sixty (60) days following the Second Closing Date, subject to the mutual agreement of
the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in
Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the
Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required
under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing
Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c)
and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.


 


d. Location and Time
of Closings. Each Closing shall be deemed to occur on the related Closing Date at the office of the Buyer’s counsel and
shall take place no later than 5:00 P.M., east coast time, on such day or such other time as is mutually agreed upon by the Company
and the Buyer.


 


7. CONDITIONS TO THE COMPANY’S OBLIGATION
TO SELL.


 


The Company’s
obligation to sell the Debentures to the Buyer pursuant to this Agreement on each Closing Date is conditioned upon:


 


a. Purchase Price.
Delivery to the Company of good funds as payment in full of the respective Purchase Price for the Debentures at each Closing
in accordance with this Agreement;


 


b. Representations
and Warranties; Covenants. The accuracy on the Closing Date of the representations and warranties of the Buyer contained in
this Agreement, each as if made on such date, and the performance by the Buyer on or before such date of all covenants and agreements
of the Buyer required to be performed on or before such date; and


 


c. Laws and Regulations;
Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which shall not have been obtained.


 


8. CONDITIONS TO THE BUYER’S OBLIGATION
TO PURCHASE.


 


The Buyer’s obligation to purchase the Debentures
at each Closing is conditioned upon:


 


a. Transaction Documents.
The execution and delivery of this Agreement by the Company;


 


b. Debenture(s). Delivery
by the Company to the Buyer of the Debentures to be purchased in accordance with this Agreement;


 




    	 	18	 



    


    

 


c.
Section 4(2) Exemption. The Debentures and the Conversion Shares shall be exempt from registration under the Securities
Act of 1933 (as amended), pursuant to Section 4(2) thereof;


 


d. DWAC Status.
The Common Stock shall be DWAC Operational;


 


e. Representations
and Warranties; Covenants. The accuracy in all material respects on the Closing Date of the representations and warranties
of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such
date of all covenants and agreements of the Company required to be performed on or before such date;


 


f. Good-faith Opinion.
It should be Buyer’s reasonable belief that (i) no Event of Default under the terms of any outstanding indebtedness of
the Company shall have occurred or would likely occur with the passage of time and (ii) no material adverse change in the financial
condition or business operations of the Company shall have occurred;


 


g. Legal Proceedings.
There shall be no litigation, criminal or civil, regulatory impairment or other legal and/or administrative proceedings challenging
or seeking to limit the Company’s ability to issue the Securities or the Common Stock;


 


h. [Reserved];


 


i. Corporate Resolutions.
Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing
the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached
hereto as Exhibit C (the “Irrevocable Resolutions”);


 


j. Officer’s
Certificate. Delivery by the Company to the Buyer of a certificate of the Chief Executive Officer of the Company in the form
attached hereto as Exhibit D;


 


k. Search Results.
Delivery by the Company to the Buyer of copies of UCC search reports, issued by the Secretary of State of the state of incorporation
of the Company and each Subsidiary, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements
which name the Company or Subsidiary (as applicable), under its present name and any previous names, as debtor, together with copies
of such financing statements;


 


l. Certificate of
Good Standing. Delivery by the Company to the Buyer of a copy of a certificate of good standing with respect to the Company,
issued by the Secretary of State of the state of incorporation of the Company, dated such a date as is reasonably acceptable to
Buyer, evidencing the good standing thereof;


 


m. Laws and Regulations;
Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which shall not have been obtained; and


 




    	 	19	 



    


    

 


n.
Adverse Changes. From and after the date hereof to and including each Closing Date, (i) the trading of the Common Stock
shall not have been suspended by the SEC, FINRA, or any other governmental or self-regulatory organization, and trading in securities
generally on OTCM shall not have been suspended or limited, nor shall minimum prices been established for securities traded on
the OTCM; (ii) there shall not have occurred any outbreak or escalation of hostilities involving the United States or any material
adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable
to purchase the Debentures.


 


9. GOVERNING LAW; MISCELLANEOUS.


 


a. MANDATORY
FORUM SELECTION. ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THE AGREEMENT OR RELATED TO ANY MATTER WHICH
IS THE SUBJECT OF OR INCIDENTAL TO THE AGREEMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE
SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA. THIS
PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENTLY WITH
NEVADA LAW.


 


b. Governing
Law. Except in the case of the Mandatory Forum Selection clause above, this Agreement shall be delivered and accepted in and
shall be deemed to be contracts made under and governed by the internal laws of the State of Nevada, and for all purposes shall
be construed in accordance with the laws of the State of Nevada, without giving effect to the choice of law provisions. To the
extent determined by the applicable court described above, the Company shall reimburse the Buyer for any reasonable legal fees
and disbursements incurred by the Buyer in enforcement of or protection of any of its rights under any of the Transaction Documents.


 


c. Waivers.
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.


 


d. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties
hereto.


 


e. Construction.
All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may
require.


 


f. Facsimiles;
E-mails. A facsimile or email transmission of this signed Agreement or a Notice of Conversion under the Debentures shall be
legal and binding on all parties hereto. Such electronic signatures shall be the equivalent of original signatures.


 


g. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.


 




    	 	20	 



    


    

 


h. Headings. The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


i. Enforceability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.


 


j. Amendment. This
Agreement may be amended only by the written consent of a majority in interest of the holders of the Debentures and an instrument
in writing signed by the Company.


 


k. Entire Agreement.
This Agreement, together with the other Transaction Documents, supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof.


 


l. No Strict Construction.
This Agreement shall be construed as if both Parties had equal say in its drafting, and thus shall not be construed against
the drafter.


 


m. 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.


 


10. NOTICES.


 


Any notice required
or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the
earliest of:


 


a. the date delivered,
if delivered by personal delivery as against written receipt therefor or by confirmed facsimile or email transmission,


 


b. the third (3rd)
business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


c. the first (1st)
business day after deposit with a recognized courier service (e.g. FedEx, UPS, DHL, US Postal Service) for delivery by next-day
express courier, with delivery costs and fees prepaid,


 


in each case, addressed to each of the
other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10)
days’ advance written notice similarly given to each of the other parties hereto):


 


		COMPANY:	Digerati Technologies, Inc.



1600 NE Loop 410, Suite 126


San Antonio, TX 78209


Attention: Arthur Smith, Chief Executive Officer


Email: antonio@digerati-inc.com


 











    	 	21	 



    


    

 



With copies to (which shall not constitute notice):


 


Brewer & Pritchard, P.C.


800 Bering Dr., Suite 201 Houston, TX 77057


Attention: Thomas C. Pritchard


Email: Pritchard@bplaw.com


 


		BUYER:	Peak One Opportunity Fund, L.P.



333 South Hibiscus Drive


Miami Beach, FL 33139


Attention: Jason Goldstein


Email: jgoldstein@peakoneinvestments.com


 


With copies to (which shall not constitute notice):


 


Legal & Compliance, LLC


330 Clematis Street, Suite 217


West Palm Beach, FL 33401


Attention: Chad Friend, Esq., LL.M.


Email: CFriend@LegalandCompliance.com


 


11. SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. The Company’s representations and warranties herein shall survive for so long as any
Debentures are outstanding, and shall inure to the benefit of the Buyer, its successors and assigns.


 


12. FEES;
EXPENSES.


 


a. Commitment
Fee. The Company shall pay to Investments a non-accountable fee (the “Commitment Fee”) of (i) Three Thousand Five
Hundred and 00/100 Dollars ($3,500.00) on the Signing Closing Date (with respect to the Signing Debenture), Two Thousand Five Hundred
and 00/100 Dollars ($2,500.00) on the Second Closing Date (with respect to the Second Debenture), as well as Two Thousand Five
Hundred and 00/100 Dollars ($2,500.00) on the Third Closing Date (with respect to the Third Debenture), for Investments’
expenses and analysis performed in connection with the analysis of the Company and the propriety of the Buyer’s making the
contemplated investment. The Commitment Fee shall be paid on the respective closing dates if Buyer does not withhold such amounts
from the respective purchase price pursuant to Section 12(c).





 


b.
Legal Fees. The Company shall pay the legal fees of the Buyer’s counsel (the “Legal Fees”) in the amount
of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) on the Signing Closing Date (with respect to the Signing Debenture),
Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) on the Second Closing Date (with respect to the Second Debenture), as
well as Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) on the Third Closing Date (with respect to the Third Debenture).
The foregoing legal fees shall be paid on the respective closing dates if Buyer does not withhold such amounts from the respective
purchase price pursuant to Section 12(c).


 


c. Disbursements.
In furtherance of the foregoing, the Company hereby authorizes the Buyer to deduct the cash portion of the Commitment Fee and
the Legal Fees from the Signing Purchase Price and transmit same to the respective payee.


 


[Signature Page Follows]


 






    	 	22	 



    


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the Buyer and the Company as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	DIGERATI TECHNOLOGIES, INC.
	 	 	 	 
	 	By:	/s/ Arthur Smith
	 	Name:	Arthur Smith
	 	Title:	Chief Executive Officer
	 	 	 	 
	 	BUYER:
	 	 
	 	PEAK ONE OPPORTUNITY FUND, L.P.
	 	 	 	 
	 	By:	Peak One Investments, LLC, General Partner
	 	 	 	 
	 	 	By:	/s/ Jason Goldstein
	 	 	Name:	Jason Goldstein
	 	 	Title:	Managing Member


 


[Signature Page to Securities Purchase
Agreement]


 






     


    


    

 


SCHEDULE 3(b)


 


COMPANY ORGANIZATION CHART


 


	Subsidiary / Affiliate

Name and Relationship	 	Jurisdiction of Incorporation	 	Percentage of Ownership
	 	 	 	 	 
	Shift8 Technologies, Inc.	 	Nevada	 	100% owned by Digerati Technologies, Inc.
	Shift8 Networks, Inc.	 	Texas	 	100% owned by Shift8 Technologies, Inc.