Exhibit 4.10


 


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


 


	Principal Amount: $80,235.00	Issue Date: February 17, 2021
	Actual Amount of Purchase Price: $80,235.00	 


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED, DIGERATI
TECHNOLOGIES, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order
of PLATINUM POINT CAPITAL, LLC., a Nevada limited liability company, or registered assigns (the “Holder”), in
the form of lawful money of the United States of America, the principal sum of up to $80,235.00 (the “Principal Amount”)
(subject to adjustment herein), with a purchase price of $80,235.00 (the “Consideration”) and to pay interest on the
Principal Amount under this Note at the rate of eight percent (8%) (the “Interest Rate”) per annum guaranteed from
the date that the amount of Consideration is fully funded in accordance with the terms of this Note until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The Holder shall
pay $80,235.00 of the Consideration on the day of the full execution of the Note and all related transactional documents related
to this Note, and the outstanding principal amount under this Note shall be $80,235.00. The maturity date for this Note shall be
twelve (12) months from the effective date of the Holder’s payment of the Consideration (“Maturity Date”), and
is the date upon which the principal sum as well as any accrued and unpaid interest and other fees shall be due and payable. Notwithstanding
any other provision of this Note or any related transaction documents, Borrower may prepay this Note only pursuant to Section 1.8
hereof.


 


It is further acknowledged and agreed that
the Principal Amount owed by Borrower under this Note shall be increased by the amount of all expenses up to a maximum of $500.00
incurred by the Holder relating to any conversion of this Note into shares of Common Stock. All such expenses shall be deemed added
to the Principal Amount hereunder to the extent such expenses are paid by the Holder.


 


Interest shall commence accruing on the
date that the Note is fully funded and shall be computed on the basis of a 365-day year and the actual number of days elapsed.
Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the lesser of (a) twenty-four
percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”); or (b) the maximum rate
allowed by law.


 


All payments due
hereunder (to the extent not converted into shares of common stock of the Borrower (the “Common Stock”) in
accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made
at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions
of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business
day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest
payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be
taken into account for purposes of determining the amount of interest due on such date.


 






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Each capitalized term used herein, and
not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated as of the Issue
Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note, the term
“business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New
York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”
means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase
Agreement), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.


 


This Note is free from all taxes, liens,
claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights
of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following terms shall apply to this
Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion Right. The Holder
shall have the right upon the earlier of (i) six (6) months after the payment of the consideration due for this Note; or (ii) a
Qualified Uplist Financing (as defined herein), while there are amounts outstanding under the Note, to convert all or any portion
of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the
Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined
as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert
any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security
of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of Conversion Shares issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding
shares of Common Stock (unless Investor is current in the requisite filings under the requisite securities
laws, including but not limited to the filing of Schedule 13g). For purposes of the proviso set forth in the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of
such proviso, provided, however, that the limitations on conversion may be waived (up to 9.99%) by the Holder upon, at the
election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation
shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice
of waiver). The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the
Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion,
in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s
transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile
or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer
agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion
Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted
in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount
at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts
referred to in the immediately preceding clauses (1) and/or (2).


 






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1.2 Conversion Price.


 


(a) Calculation of Conversion Price.
The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall
be convertible into shares of Common Stock hereunder at a price (the “Conversion Price”) be equal to the greater of
(i) $0.05 per share (the “Fixed Conversion Price”), or (ii) seventy-five percent (75%) of the lowest daily volume weighted
average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior
to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall,
in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price
of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any
tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange
Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined
in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. To the extent the Conversion Price is below
the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par
value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending
this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value
of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such
conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional
Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number
of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had
the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill”
on its shares, an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is
in effect.


 


(b) Conversion Price During Major Announcements.
Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement
that it intends to be acquired by, consolidate or merge with any other corporation or entity (other than a merger in which the
Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially
all of the assets of the Borrower; or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer
to purchase fifty percent (50%) or more of the Common Stock (or any other takeover scheme) (any such transaction referred to in
clause (i) or (ii) being referred to herein as a “Change in Control” and the date of the announcement referred to in
clause (i) or (ii) is being referred to herein as the “Announcement Date”), then the Conversion Price shall be equal
to the Default Conversion Price.


 


1.3 Authorized and Reserved Shares.
The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion
Shares equal to the greater of: (a) 7,000,000 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable
upon the full conversion of this Note (assuming no payment of Principal Amount or interest) as of any issue date (taking into consideration
any adjustments to the Conversion Price pursuant to Section 2 hereof or otherwise) multiplied by (ii) two (2) (the “Reserved
Amount”). In the event that the Borrower shall be unable to reserve the entirety of the Reserved Amount (the “Reserve
Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized share capital to accommodate
the Reserved Amount (the “Authorized Share Increase”), including without limitation, all board of directors actions
and approvals and promptly (but no less than sixty (60) days following the calling and holding a special meeting of its shareholders
no more than sixty (60) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase via the solicitation
of proxies. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless
of any prior conversions. The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully
paid and non- assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which
would change the number of Conversion Shares into which this Note shall be convertible at the then current Conversion Price, the
Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common
Stock authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower (i) acknowledges that it
has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion
Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority
to its officers and agents who are charged with the duty of executing stock certificates or cause the Borrower to electronically
issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion
Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.


 






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If, at any time the Borrower does not maintain
the Reserved Amount it will be considered an Event of Default under this Note.


 


1.4 Method of Conversion.


 


(a) Mechanics of Conversion. This
Note may be converted by the Holder in whole or in part, on any Trading Day, while any amounts are outstanding hereunder, by submitting
to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication
dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice of Conversion submitted after 11:59
p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.


 


(b) Surrender of Note Upon Conversion.
Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the
Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal Amount is so
converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of such conversions
or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender
of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima
facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of
this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note
to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor,
registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate
the remaining unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree
that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted
Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 


(c) Payment of Taxes. The Borrower
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street
name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until
the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to
the satisfaction of the Borrower that such tax has been paid.


 






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(d) Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section
1.4(f) hereof) within three (3) Trading Days after such receipt (the “Deadline”) (and, solely in the case of
conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of
this Note). If the Borrower shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a
certificate or book entry statement confirming the issuance for the number of Conversion Shares or to which the Holder
is entitled hereunder, and register such Conversion Shares on the Borrower’s share register or to credit the
Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is
entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other
remedies available to the Holder, (i) the Borrower shall pay in cash to the Holder on each day after the Deadline and during
such Conversion Failure an amount equal to two percent (2.0%) of the product of (A) the sum of the number of Conversion
Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale
price of the Common Stock on the Trading Day immediately preceding the last possible date which the Borrower could have
issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice
to the Borrower, may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any
portion of this Note that has not been converted pursuant to such Notice of Conversion; provided that the voiding of an
Notice of Conversion shall not affect the Borrower’s obligations to make any payments which have accrued prior to the
date of such notice. In addition to the foregoing, if on or prior to the Deadline the Borrower shall fail to issue and
deliver a certificate to the Holder and register such Conversion Shares on the Borrower’s share register or credit the
Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the
Holder’s exercise hereunder or pursuant to the Borrower’s obligation pursuant to clause (ii) below, and if on or
after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated
receiving from the Borrower, then the Borrower shall, within two (2) Trading Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price
(including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common
Stock so purchased (the “Buy-In Price”), at which point the Borrower’s obligation to deliver such
certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion
Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an
amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times
(B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Borrower’s failure to timely deliver certificates representing
the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required
pursuant to the terms hereof.


 






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(e) Obligation of Borrower to Deliver
Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent,
the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal
Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect
such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion
of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash
or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery
of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any
judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation
of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit
such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of
Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer
agent before 11:59 p.m., New York, New York time, on such date.


 


(f) Delivery of Conversion Shares by
Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion
hereof, provided the Borrower is participating in the Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer
or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section
1.1 and in this Section 1.4, the Borrower shall use its reasonable best efforts to cause its transfer agent to electronically transmit
the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with
DTC through its Deposit Withdrawal Agent Commission system.


 


1.5 Concerning the Shares. The Conversion
Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective
registration statement under the 1933 Act; or (ii) the Borrower or its transfer agent shall have been furnished with an opinion
of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) such shares are
sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption; or (iv) such shares are transferred
to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only
in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise
provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares
have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable
exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each
certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been
sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate:


 


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


 






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The legend set forth above shall be removed
and the Borrower shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it
is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account
of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion
Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant
to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of
a particular date that can then be immediately sold, or (b) the Borrower or the Holder provides the Legal Counsel Opinion (as contemplated
by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion
Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or
transfer is effected. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any
such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the
legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Borrower
does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an
exemption from registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding that the conditions
of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event
of Default under this Note.


 


1.6 Effect of Certain Events.


 


(a) Effect of Merger, Consolidation,
Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower,
or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or
Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower
shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default
Amount (defined in Section 3.24) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual,
corporation, limited liability Borrower, partnership, association, trust or other entity or organization.


 


(b) Adjustment Due to Merger, Consolidation,
Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this Note, there shall be any
merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares
of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock
or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets
of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall
thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein
and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which
the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such
transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall
be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without
limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note)
shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior
written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation
of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during
which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower)
assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.


 






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(c) Adjustment Due to Distribution.
If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock
as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s
shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”),
then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders
entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to
the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution.


 


(d) [reserved]


   


(e) Notice of Adjustments. Upon
the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6,
the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.
The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth
(i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.


  


1.7 Status as Shareholder. Upon
submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than the Conversion Shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock, and (ii) the Holder’s rights as a Holder
of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion
of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted
portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note
has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the
Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.


 


1.8 Prepayment. Notwithstanding
anything to the contrary contained in this Note, subject to the terms of this Section, at any time during the period beginning
on the Issue Date and ending at Maturity (“Prepayment Termination Date”), Borrower shall have the right, exercisable
on not less than two (2) Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding balance
on this Note (principal and accrued interest), in full, in accordance with this Section. Any notice of prepayment hereunder (an
“Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state:
(1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than fifteen
(15) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower is paying.
Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert the Note
in whole or in part until the Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed for prepayment
(the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below)
to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to
the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note under the terms of this Section, the Borrower
shall pay to Holder the sum of one hundred twenty percent (120%) of the total amount outstanding under the Note including, but
not limited to all principal, interest, fees, and defaults (the “Optional Prepayment Amount”).


 


1.9 [reserved]




 



    8


     


    

 


ARTICLE II. RANKING AND CERTAIN COVENANTS


 


2.1 Ranking and Security. The obligations
of the Borrower under this Note shall rank subordinate with respect to any and all Indebtedness incurred as of or following the
Issue Date and shall only be secured by the Reserved Amount (as adjusted from time to time herein).


 


2.2 [reserved]


  


2.3 Sale of Assets. So long as the
Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease
or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition
of any assets may be conditioned on a specified use of the proceeds of disposition, but otherwise such consent shall not be unreasonably
withheld, conditioned, or delayed.


  


2.4 Section 3(a)(9) or 3(a)(10) Transaction.
So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance
with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9)
Transaction”) or Section 3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”). In the event that the Borrower
does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(l0) Transaction while this note
is outstanding, a liquidated damages charge of twenty-five percent (25%) of the outstanding principal balance of this Note, but
not less than Twenty-Five Thousand Dollars ($25,000), will be assessed and will become immediately due and payable to the Holder
at its election in the form of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation
that this amount will tack back to the Issue Date).


 


2.5 Preservation of Business and Existence,
etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, (a) change the nature of its business in a material respect; or (b) sell, divest, change the structure of any
material assets other than in the ordinary course of business; or (c) enter into any variable rate transactions or Merchant Cash
Advance transactions except as in effect the date hereof. In addition, so long as the Borrower shall have any obligation under
this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or
minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification necessary. Furthermore, so long as the
Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, solicit
any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity with respect
to any Variable Rate Transaction or investment.


 






    9


     


    

 


2.6 Non-circumvention. The Borrower
hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note,
and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect
the rights of the Holder.


 


2.7 Lost, Stolen or Mutilated Note.
Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation
of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Borrower
in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower shall execute and
deliver to the Holder a new Note.


 


ARTICLE III. EVENTS OF DEFAULT


 


It shall be considered an event of default
if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:


 


3.1 Conversion and the Shares. The
Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will not honor its obligation
to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note; (ii) fails
to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for the Conversion
Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note; (iii) reserve
the Reserved Amount at all times; or (iv) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders
its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares
issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove
(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to
the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five
(5) Trading Days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current
in its obligations to its transfer agent. It shall be an Event of Default of this Note, if a conversion of this Note is delayed,
hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder
advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by
the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.


 


3.2 Breach of Agreements and Covenants.
Upon five (5) Business Days written prior notice and opportunity to cure, Borrower breaches any material agreement, covenant or
other material term or condition contained in the Purchase Agreement, this Note, the Irrevocable Transfer Agent Instructions or
in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.


 


3.3 Breach of Representations and Warranties.
Any material representation or warranty of the Borrower made in the Purchase Agreement, this Note, the Irrevocable Transfer Agent
Instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith
shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have)
a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.4 Receiver or Trustee. The Borrower
or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment
of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise
be appointed.


 






    10


     


    

 


3.5 Judgments. Any money judgment,
writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property
or other assets for more than $150,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless
otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.6 Bankruptcy. Bankruptcy, insolvency,
reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or
any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.7 Delisting of Common Stock. The
Borrower should fail to maintain the listing of the Common Stock on at least one of the OTCQB Market, or any level of the Nasdaq
Stock Market or the New York Stock Exchange (including the NYSE American).


 


3.8 Failure to Comply with the 1934
Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or
the Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall be an Event of Default under this
Section 3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the SEC.


 


3.9 Liquidation. Any dissolution,
liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.10 Cessation of Operations. Any
cessation of operations by Borrower, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.11 Maintenance of Assets. The
failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary
to conduct its business (whether now or in the future).


 


3.12 Financial Statement Restatement.
The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two (2) years prior
to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison
to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this
Note or the Purchase Agreement.


 


3.13 Reverse Splits. The Borrower
effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.14 Replacement of Transfer Agent.
In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date
of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the
Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
signed by the successor transfer agent to Borrower and the Borrower.


 


3.15 DTC “Chill”.
The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services, such as limiting
a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s securities.


 


3.16 Illegality. Any court of competent
jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision hereunder or thereunder to be illegal.


 






    11


     


    

 


3.17. DWAC Eligibility. In addition
to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading through the DTC’s Fast Automated
Securities Transfer or Deposit/Withdrawal at Custodian programs.


 


3.18 [reserved]


 


3.19 Bid Price. Once the Borrower
obtains a listing, the Borrower shall subsequently lose the “bid” price for its Common Stock ($0.0001 on the “Ask”
with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement
marketplace or exchange).


 


3.20 Inside Information. Any attempt
by the Borrower or its officers, directors, and/or affiliates to intentionally transmit, convey, disclose, or any actual transmittal,
conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning
the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form
8-K pursuant to Regulation FD on that same date


 


3.21 Unavailability of Rule 144.
If, at any time on or after the date which is six (6) months after the Issue Date, except due to the Holder’s actions or
inactions, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable
to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order
to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common
Stock pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.


 


3.22 Delisting or Suspension of Trading
of Common Stock. If, at any time on or after the Borrower obtains a listing, the Borrower’s Common Stock (i) is suspended
from trading; (ii) halted from trading; and/or (iii) fails to be quoted or listed (as applicable) on any level of the OTC Markets,
any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.


 


3.23 [reserved]


 


3.24 Rights and Remedies Upon an Event
of Default. Upon the occurrence and during the continuation of any Event of Default specified in this Article III, this Note
shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus accrued interest (including any
Default Interest) through the date of full repayment multiplied by one hundred thirty percent (130%). Holder may, in its sole discretion,
determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion formula
set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower, together
with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise
all other rights and remedies available at law or in equity, including, without limitation.


  






    12


     


    

 


ARTICLE IV. MISCELLANEOUS


 


4.1 Failure or Indulgence Not Waiver.
No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to, and not
exclusive of, any rights or remedies otherwise available.


 


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


 


If to the Borrower, to:


 


DIGERATI TECHNOLOGIES, INC.


825 W. Bitters, Suite 104 

San Antonio,
Texas 78216 

Attention: Arthur Smith


e-mail:


 


If to the Holder:


 


PLATINUM POINT CAPITAL, LLC


353 Lexington Avenue, Suite 1502 

New York,
New York 10016 

Attention: Brian Freifeld, President


e-mail: brian@platinumpointcap.com


 


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


 


4.3 Amendments. This Note and any
provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented.


 


4.4 Assignability. This Note shall
be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors
and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior
written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited
investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,
as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid
and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 






    13


     


    

 


4.5 Cost of Collection. If default
is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’
fees.


 


4.6 Governing Law; Venue; Attorney’s
Fees. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note
or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located
in the state of New York or federal courts located in the state of New York. The Borrower hereby irrevocably waives any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. THE BORROWER 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 NOTE OR ANY
TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument or
document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection
with this the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled
to recover from the other party its reasonable attorney’s fees and costs.


 


4.7 Certain Amounts. Whenever pursuant
to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or the portion thereof required
to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree
that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount
to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part
for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a
cash payment without the opportunity to convert this Note into shares of Common Stock.


 


4.8 Purchase Agreement. The Borrower
and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith
and therewith.


 






    14


     


    

 


4.9 Notice of Corporate Events.
Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to
the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting
of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of
any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive
any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any Change in Control
or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least
twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or
event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event
to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder
hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.


  


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


 


4.11 Construction; Headings. This
Note shall be deemed to be jointly drafted by the Borrower and all the Holder and shall not be construed against any person as
the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation
of, this Note.


 


4.12 Usury. To the extent it may
lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and
all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force,
in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this
Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total
liability of the Borrower under this Note for payments which under the applicable law are in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the
applicable law in the nature of interest that the Borrower may be obligated to pay under this Note exceed such Maximum Rate. It
is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased
by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Borrower to the
Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal
balance of any such indebtedness or be refunded to the Borrower, the manner of handling such excess to be at the Holder’s
election.


 


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


 


4.14 [reserved]


 






    15


     


    

 


4.15 Terms of Future Financings. So long
as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable
to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder
in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s
option, shall automatically become a part of the transaction documents with the Holder (irrespective of whether Borrower provided
the notification or not). The types of terms contained in another security that may be more favorable to the holder of such security
include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest
rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.


 


4.16 Dispute Resolution. In the
case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount,
Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation
of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the
disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after receipt of the applicable
notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after
the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such
determination or calculation within five (5) Trading Days of such disputed determination or arithmetic calculation (as the case
may be) being submitted to the Borrower or the Holder, then the Borrower shall, within three (3) Trading Days, submit (a) the disputed
determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent,
reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the
Conversion Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant selected by
the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant
to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than one (1) Trading
Day from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation shall be binding upon all parties absent demonstrable error.


  


[SIGNATURE PAGE FOLLOWS]


 






    16


     


    

 


IN WITNESS WHEREOF, Borrower has
caused this Note to be signed in its name by its duly authorized officer on February 17, 2021.


 


DIGERATI TECHNOLOGIES, INC.


  


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


 






    17


     


    

 


EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
$____________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion
of the Note (“Common Stock”) as set forth below, of DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Borrower”),
according to the conditions of the Convertible Promissory Note of the Borrower dated as of February 8, 2021 (the “Note”),
as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


	 	☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name of DTC Prime Broker:
	 	 	Account Number:


 


	 	☐	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
	 	 	 
	 	 	
        PLATINUM POINT CAPITAL, LLC

        353 Lexington Avenue, Suite 1502

        New York, New York 10016

        Attention: Brian Freifeld, President

        e-mail: brian@platinumpointcap.com



 


	Date of Conversion:	 	 	 
	Applicable Conversion Price:	 	$	 	 
	Costs Incurred by the Undersigned to Convert the Note into Shares of Common Stock:	    	$	 	 
	Number of Shares of Common Stock to be Issued Pursuant to
    Conversion of the Note:	 		 	 
	Amount of Principal Balance Due remaining Under the Note after
    this conversion:	 		     	 




 


	By:	       	 
	Name: 	 	 
	Title:	 	 
	Date: