Exhibit 10.4


 


EXCHANGE AGREEMENT


 


This Exchange
Agreement (this “Agreement”), dated as of February 17, 2021, is made by and among Digerati Technologies, Inc.,
a Nevada corporation (the “Company”), and Platinum Point Capital LLC as the holder of the Exchanged Notes (as
defined below) (the “Holder”).


 


WHEREAS,
the Holder holds convertible notes as more specifically set forth on Exhibit A attached hereto (all three notes the “Exchanged
Notes”);


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933 (the
“Securities Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange with
the Company, the Exchanged Notes for a convertible note in the Company with a face value of $80,235 (the “New Note”),
with such rights, limitations, and restrictions as set forth in the New Note attached hereto as Exhibit B.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and the Holder agree as follows:


 


1. Terms
of the Exchange. The Company and the Holder agree that the Holder will exchange the Exchanged Notes held by the Holder and
will relinquish any and all other rights it may have under the Exchanged Notes in exchange for the New Note.


 


2. Closing.
Upon of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location
as the parties shall mutually agree. At closing, the Company shall deliver to the Holder the New Note. Upon closing, any and all
obligations of the Company to Holder under the Exchanged Notes shall be fully satisfied, the Holder will have no remaining rights,
powers, privileges, remedies or interests under the Exchanged Notes. On the closing date, the Company shall execute and cause its
Transfer Agent to execute the form of reserve letter attached as Exhibit C.


 


3. 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 any 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.


 


4. Representations
and Warranties of the Holder. The Holder represents and warrants as of the date hereof and as of the closing to the Company
as follows:


 


a. Authorization;
Enforcement. The Holder has the requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and
delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Holder and no further action is required by the Holder. This Agreement
has been (or upon delivery will have been) duly executed by the Holder and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Holder enforceable against the Holder in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 






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b. Tax
Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. With respect to such matters, the Holder relied solely on
such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands
that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.


 


c. Information
Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated
by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, is experienced
in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in
private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business
matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and
to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Holder
has the authority and is duly and legally qualified to purchase and hold the New Note. The Holder is able to bear the risk of such
investment for an indefinite period and to afford a complete loss thereof.


 


d. Legend.
The Holder understands that the New Note (including the shares of Common Stock issuable upon the conversion of the New Note (the
“Underlying Shares”)) will be issued pursuant to an exemption from registration or qualification under the Securities
Act and applicable state securities laws, and except as set forth below, the New Note shall bear any legend as required by the
“blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order
may be placed against transfer of such stock certificates):


 


THESE SECURITIES AND THE SECURITIES
ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE TRANSFERRED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, A “NO-ACTION”
LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS
OF RULE 144 OF THE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT
FROM SUCH REGISTRATION.


 



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e. Restricted Securities. The Holder understands
that: (i) the New Note (and the Underlying Securities) have not been and may never be registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel to the Holder, in a form
reasonably acceptable to the Company, to the effect that such New Note to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonable assurance
that such New Note (or Underlying Securities, as applicable) can be sold, assigned or transferred pursuant to Rule 144 or Rule
144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii)
any sale of the New Note (or Underlying Securities) made in reliance on 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 the New Note (or Underlying Securities) under circumstances
in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations
of the Commission promulgated thereunder.


 


5. Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


a. Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated
by this Agreement (collectively, the “Exchange Documents”) and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the board of directors of the Company or the Company’s stockholders in connection therewith, including, without limitation,
the issuance of the New Note has been duly authorized by the Company’s board of directors and no further filing, consent,
or authorization is required by the Company, its board of directors or its stockholders. This Agreement has been (or upon delivery
will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.


  


b. Organization
and Qualification. Each of the Company and its subsidiaries (the “Subsidiaries”) are entities duly organized
and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite
power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed
to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is
in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a
Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect
on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or
in any of the other Exchange Documents or (iii) the authority or ability of the Company to perform any of its obligations under
any of the Exchange Documents. Other than its Subsidiaries, there is no Person (as defined below) in which the Company, directly
or indirectly, owns capital stock or holds an equity or similar interest. “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and
any governmental entity or any department or agency thereof.


 






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c. No
Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note will
not (i) result in a violation of the Certificate of Incorporation (as defined herein) or other organizational documents of
the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined
herein) of the Company or any of its Subsidiaries, (ii) except as set forth in the SEC Documents (as defined herein),
conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and
regulations of The OTC Markets Group (the “Principal Market”) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the
case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material
Adverse Effect.


 


d. No
Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make
any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person
in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents,
in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which
the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior
to the date of this Agreement, and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which
might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings
contemplated by the Exchange Documents. The Company is not in violation of the requirements of the Principal Market and has no
knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable
future.


 


e. Securities
Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and
issuance by the Company of the New Note is exempt from registration under the Securities Act. The offer and issuance of the
New Note is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
The Company covenants and represents to the Holder that neither the Company nor any of its Subsidiaries has received,
anticipates receiving, has any agreement to receive or has been given any promise to receive any consideration from the
Holder or any other Person in connection with the transactions contemplated by the Exchange Documents. The Company hereby
acknowledges that the holding period of the New Note (and Underlying Shares) shall tack back to the date the Exchanged
Securities were originally issued by the Company to the Holder (or its assignor) and it covenants not to take any position to
the contrary.


 


 


f. Issuance
of the New Note. The issuance of the New Note is duly authorized by the Company. The issuance of shares of the Underlying Shares
upon conversion of the New Note is duly authorized and, when issued in accordance with the New Note, will be duly and validly issued,
fully paid and non-assessable, free from all taxes, liens, charges and other encumbrances imposed by the Company other than restrictions
on transfer provided for in such documents.


 


g. Equity
Capitalization. Except as disclosed in the SEC Documents: (i) none of the Company’s or any Subsidiary’s capital
stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company
or any Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock
of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there
are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments
evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may
become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company
or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of their securities under the Securities Act; (vi) there are no outstanding securities or
instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the New Note; (viii) neither the Company nor any Subsidiary has any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the
Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the Company’s filings
with the Commission (the “SEC Documents”) which are not so disclosed in the SEC Documents, other than those
incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually
or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Holder true, correct
and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended and as in effect on the
date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws and as
in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable
or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto that have not been
disclosed in the SEC Documents.


 






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h. Shell
Company Status. The Company is not, and has not been in the last three years, an issuer identified in, or subject to, Rule
144(i) of the Securities Act.


 


6. Additional
Acknowledgments. The Holder and the Company confirm that the Company has not received any consideration for the transactions
contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act and the rules
and regulations promulgated thereunder as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule 144, the holding period of the New Note (and Underlying
Shares) tacks back to the issue date of the Exchanged Notes. The Company hereby confirms that the Holder (who is exchanging the
Exchanged Notes) currently is not and will not be upon closing of this Agreement (individually or together as a group) deemed an
“affiliate” as defined in Rule 144. The Company agrees not to take a position contrary to this paragraph.


 


7.
Miscellaneous.


 


a. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns.


 


b. Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of Nevada,
without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the State of Nevada for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


c. Severability.
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 in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


d. Counterparts/Execution.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In
the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as
the case may be) were an original thereof.


 


e. Notices.
Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered
or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by email, to the respective parties as set forth
below, or to such other address as either party may notify the other in writing.


 






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If to the Company, to:


 


Digerati Technologies, Inc.


825 West Bitters, Suite
104


San Antonio, Texas 78216


Attn: Arthur L. Smith, CEO


Email:


 


If to the Holder, to:


 


Platinum Point Capital LLC


353 Lexington Avenue. Suite 1502


New York, NY 10016


Attn: Brian Freifeld, President


 


With a copy by e-mail only to (which copy shall not
constitute notice):


 


FABIAN VANCOTT


215 South State Street, Suite 1200


Salt Lake City, Utah
84111


Attn: Anthony Michael Panek


e-mail: apanek@fabianvancott.com


 


f. Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith.


 


g. Entire
Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject
matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between the parties.
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may
be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance.
Except as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder
preclude any other or future exercise of any other right, power or privilege hereunder.


 


h. Headings.
The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


i. Pledge
of New Note. The Company acknowledges and agrees that the New Note may be pledged by the Holder in connection with a bona fide
margin agreement or other loan or financing arrangement that is secured by the New Note. The pledge of the New Note shall not be
deemed to be a transfer, sale or assignment of the New Note hereunder, and if the Holder effects a pledge of the New Note it shall
not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement.
The Company hereby agrees to execute and deliver such documentation as a pledgee of the New Note may reasonably request in connection
with a pledge of the New Note to such pledgee by the Holder.


 


[SIGNATURE PAGES FOLLOW]





 



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IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed as of the day and year first above written.


 


HOLDER


 


	By:	/s/ Brian Freifeld	 
	Name: 	Brian Freifeld	 
	Title: 	President	 


 


COMPANY


 


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


 


[SIGNATURE PAGE TO EXCHANGE AGREEMENT]


 



     


     


    

 





Exhibit A


 


The Exchanged Notes under this Agreements (each attached
hereto) are as follows:


 


		1.	July 11, 2019 Convertible Promissory Note Principal Amount: $[●]; balance exchanged hereunder: $28,953.00.



		2.	September 4, 2019 Convertible Promissory Note Principal Amount: $[●]; balance exchanged hereunder: $22,800.00.



		3.	August 12, 2020 Convertible Promissory Note Principal Amount: $[●]; balance exchanged hereunder: $28,482.00.



 


 


 


 


 


 


 


 


 


 


 


 


[EXHIBIT A TO EXCHANGE AGREEMENT]


 



     


     


    

 





Exhibit B


 


(New Note)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[EXHIBIT B TO EXCHANGE AGREEMENT]


 



     


     


    

 





Exhibit C


 


(TA Letter)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[EXHIBIT C TO EXCHANGE AGREEMENT]