Exhibit 10.7


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of October 10, 2022, by and between DIGERATI TECHNOLOGIES, INC.,
a Nevada corporation, with headquarters located at 8023 Vantage Drive, Suite 660, San Antonio, Texas 78230 (the “Company”),
and each of the purchasers listed on the signature page attached hereto (each a “Purchaser”).


 


WHEREAS:


 


A. The
Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act; and


 


B. Purchaser
desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, upon the terms and conditions set forth
in this Agreement, a Convertible Promissory Note of the Company, in the aggregate principal amount of $275,000.00 (as the principal amount
thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon
or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A (the “Note”),
convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations
and conditions set forth in such Note.


 


NOW THEREFORE,
in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is thereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


1.
Purchase and Sale of Note.


 


a. Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase
from the Company the Note and the Shares, subject to the express terms of the Note, the Shares, and this Agreement as the case may be.


 


b. Form
of Payment. On the Closing Date (as defined below), (i)the Buyer shall pay the purchase price for the Note to be issued and sold to
it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,
in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the
Purchase Price of $250,000.00, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 


c. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date
and time of the issuance and sale of the Note, or a Subsequent Purchase (as the case may be) pursuant to this Agreement (each a “Closing
Date”) shall be 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time.


 


d. Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on each Closing Date at such location
as may be agreed to by the parties (including via exchange of electronic signatures).


 


2. Purchaser’s
Representations and Warranties. The Purchaser represents and warrants to the Company as of the Closing Date that:


 


a. Investment
Purpose. As of the Closing Date, the Purchaser is purchasing the Shares, the Note and the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Note and such additional shares of Common Stock, if any, as are issuable on account of
interest on the Note, and pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the
“Conversion Shares” and, collectively with the Note and the Shares, the “Securities”) for its own account
and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from
registration under the 1933 Act; provided, however, that by making the representations herein, the Purchaser does not
agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at
any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 






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b. Accredited
Investor Status. The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an
“Accredited Investor”).


 


c. Reliance
on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations, warrants, agreements, acknowledgments and understandings
of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
the Securities.


 


d. Information.
The Purchaser and its advisors, if any, have been, and for so long as any of the Securities remain outstanding will continue to be, furnished
with all materials relating to the business, finances, and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by the Purchaser or its advisors. The Purchaser and its advisors, if any, have been, and for so long
as the Note or Shares remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its
business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information
regarding the Company or otherwise, and will not disclose such information unless such information is disclosed to the public prior to
or promptly following such disclosure to the Purchaser. Neither such inquiries nor any other due diligence investigation conducted by
Purchaser or any of its advisors or representatives shall modify, amend or affect Purchaser’s right to rely on the Company’s
representations and warranties contained in Section 3 below.


 


e. Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Securities.


 


f. Transfer
or Re-sale. The Purchaser understands that (i) the sale or resale of the Note has not been as of the Issue Date hereof,
registered under the 1933 Act or any applicable state securities laws, and the Note or Conversion Shares may not be transferred
unless (a) they are sold pursuant to an effective registration statement under the 1933 Act; (b) the Purchaser shall have delivered
to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that
shall be in form, substance, and scope customary for opinions of counsel in comparable transactions to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall
be accepted by the Company; (c) they are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under
the 1933 Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer them only in
accordance with this Section 2(f) and who is an Accredited Investor; (d) they are sold pursuant to Rule 144 or other applicable
exemption; or (e) they are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and
the Purchaser shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;
(ii) any sale is made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any re-sale 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 1933 Act) may require compliance with some other exemption under the 1933 Act
or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to
register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder (in each case).


 






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g. Legends.
The Purchaser understands that until such time as the Note, and, upon conversion of the Note in accordance with its respective terms,
the Conversion Shares, have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, 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, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of the certificates for such Securities):


 


“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/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 COUNSEL SHALL BE SELECTED BY THE HOLDER), 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.”


 


The legend set
forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock without such legend to
the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such
holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”),
if, unless otherwise required by applicable state securities laws, (a) such Security is 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 Company or
the Purchaser provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a
public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated
with any such issuance. The Purchaser agrees to sell all Securities, 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 Company does not accept
the opinion of counsel provided by the Purchaser with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined in the Note), it will be considered
an Event of Default pursuant to Section 3 of the Note.


 


h. Authorization;
Enforcement. This Agreement has been duly and validly authorized by the Purchaser and has been duly executed and delivered on
behalf of the Purchaser, and this Agreement constitutes a valid and binding agreement of the Purchaser enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying
principles of equity.


 






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i. Manipulation
of Price. The Purchaser has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price
of any security of the Company; (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any Stock in the
open market; or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of
the Company.


 


j. No
Shorting. Purchaser and its affiliates shall be prohibited from engaging directly or indirectly in any short selling or hedging transactions
with respect to any securities of the Company while this Note is outstanding.


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as of the Closing Date that:


 


a. Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.
The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where
the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means
any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection
herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the
Company owns, directly or indirectly, any equity or other ownership interest.


 


b. Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and
to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof;
(ii) the execution and delivery of this Agreement, the Note and the Shares by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Note, as well as the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion of the Note) have been duly authorized by the Company’s Board of Directors and
no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required; (iii) this
Agreement, the Note, and the Shares (together with any other instruments executed in connection herewith or therewith) have been duly
executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative
with authority to sign this Agreement, the Note, the Shares and the other instruments documents executed in connection herewith or therewith
and bind the Company accordingly; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note and
the Shares, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with their terms.


 






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c. Capitalization;
Governing Documents. As of September 29, 2022, the authorized capital stock of the Company consists of: 500,000,000 authorized
shares of Common Stock, of which 142,538,039 shares were outstanding. All of such outstanding shares of capital stock of the
Company, the Shares, and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the
effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents (as defined
in this Agreement) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries; (ii) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act; and (iii) there are no
anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights
to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Purchaser
true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of
Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all
securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect
thereto.


 


d. Issuance
of the Shares and the Conversion Shares. The Shares and the Conversion Shares are duly authorized and reserved for issuance and, upon
issuance or upon the conversion of the Note in accordance with its terms, will be validly issued, fully paid and non- assessable, and
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 Company and will not impose personal liability upon the holder thereof.


 


e. No
Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, so long as any
of the Shares or any amount on the Note remains outstanding, the Company shall not to any person, institution, governmental or other entity,
state, claim, allege, or in any way assert, that Purchaser is currently, or ever has been a broker-dealer under the Securities Exchange
Act of 1934.


 


f. Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock
upon the conversion of the Note. The Company further acknowledges that its obligation to issue the Conversion Shares, in accordance with
this Agreement and the Note are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Company.


 






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g. Ranking; No
Conflicts. The Note shall be a subordinate debt obligation of the Company. The execution, delivery and performance of this
Agreement, the Note, and the Shares by the Company and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict
with or result in a violation of any provision of the Certificate of Incorporation or Bylaws; or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note,
evidence of indebtedness, indenture, patent, patent license 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 federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is
subject) 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 for such conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material Adverse Effect); or (iv) trigger any anti-dilution and/or
ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company.
Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or other organizational
documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of
time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would 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 by which any
property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are
not being conducted, and shall not be conducted so long as the Purchaser owns any of the Securities, in violation of any law,
ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the
1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in
accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon conversion
of the Note, issue Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its
Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


h. SEC
Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules
thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein
as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable
law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,
the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof
and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the
Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent
to July 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under
generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934
Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).


 






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i. Absence of Certain Changes.
Since December 14, 2020, there has been no material adverse change and no material adverse development in the assets, liabilities, business,
properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its
Subsidiaries.


 


j. Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material
Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company,
threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material
Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.
Notwithstanding the foregoing, the Purchaser acknowledges the existence of all litigations disclosed and outstanding the SEC Documents.


 


k. Intellectual
Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications,
patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and
copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s
knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary
to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the
Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not
infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which
might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of their Intellectual Property.


 


l. No
Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected
in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement
which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


m. Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each
of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no
basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing
authority.


 






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n. Transactions with
Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments
in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third
parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of
the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


o. Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Purchaser
pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material
respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein,
in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect
to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which,
under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly
announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into
an effective registration statement filed by the Company under the 1933 Act).


 


p. Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the
capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further
acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect
to this Agreement and the transactions contemplated hereby and any statement made by the Purchaser or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental
to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 


q. No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Purchaser. The issuance of the Securities to the Purchaser will
not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder
approval provisions applicable to the Company or its securities.


 


r. No
Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees
or similar payments relating to this Agreement or the transactions contemplated hereby.


 


s. Permits; Compliance. The
Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry
on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or,
to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company
nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such
conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect. Since July 31, 2022, neither the Company nor any of its Subsidiaries has received any notification with respect to
possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or
violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 






    8


     


    

 


t.
Environmental Matters.


 


(i) There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past
or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability
under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws
and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending
or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means
all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved
thereunder.


 


(ii) Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or
about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released
on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property
was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its
Subsidiaries’ business.


 


(iii) There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are
not in compliance with applicable law.


 


u. Title
to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free
and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or such as would not
have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


v. Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Purchaser true and correct
copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial
general liability coverage.


 



    9


     


    

 


w. Internal
Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the
judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is
permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


x. Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.


 


y. Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market
value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and
currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to
the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability
to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for
its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


 


z. No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not
be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).
The Company is not controlled by an Investment Company.


 


aa.No
Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off- balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is
not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


bb.No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event.


 


cc.Manipulation of
Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or
paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of the Company.


 






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dd.Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended
(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the
outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises
a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal
Reserve.


 


ee.Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,
any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business
entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made
or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)
as a kickback or bribe to any person; or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its
Subsidiaries.


 


ff.Breach
of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties
set forth in this Section 3 and in addition to any other remedies available to the Purchaser pursuant to this Agreement, it will be considered
an Event of Default under Section 3 of the Note.


 


4.
ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.


 


a. Best
Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.


 


b. Use
of Proceeds. The Company shall use the proceeds for repayment of existing debt, with each debt disclosed in Schedule 4(b) attached
hereto, and for general working capital purposes. Notwithstanding the foregoing, the proceeds shall not be used for the repayment of existing
indebtedness of the Company owed to officers, directors or employees of the Company or their affiliates or in violation or contravention
of any applicable law, rule or regulation.


 


c. Usury. To the
extent it may lawfully do so, the Company 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 Purchaser in order to enforce any right
or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any
provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it
is expressly agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement
or instrument contemplated thereby for payments which under 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 applicable
law in the nature of interest that the Company may be obligated to pay under this Agreement, the Note and any document, agreement or
instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law
applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby is increased or decreased by
statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby 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 Company to the Purchaser with respect to indebtedness evidenced by this
Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by the Purchaser to
the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the
Purchaser’s election.


 






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d. Restriction
on Activities. Commencing as of the date first above written, and so long as the Purchaser owns any of the Securities, the Company
shall not, directly or indirectly, without the Purchaser’s prior written consent, which consent shall not be unreasonably withheld:
(a) change the nature of its business in any material respect; or (b) sell, divest, acquire, change the structure of any material assets
other than in the ordinary course of business.


 


e. Listing.
The Company, for so long as the Purchaser owns any of the Securities, will maintain the listing and trading of its Common Stock on the
Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic
quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or
rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly
provide to the Purchaser copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems
on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation
systems.


 


f. Corporate Existence. The
Company will, so long as the Purchaser beneficially owns any of the Securities, maintain its corporate existence and shall not sell
all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the
Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a
publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ
Stock Market, the New York Stock Exchange or the NYSE MKT.


 


g. No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be
integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the
Company or its securities.


 


h. Breach
of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in
addition to any other remedies available to the Purchaser pursuant to this Agreement, it will be considered an Event of Default under
Section 3 of the Note.


 


i. Compliance with 1934
Act; Public Information Failures. For so long as the Purchaser beneficially owns the Note, the Shares, or any Conversion Shares,
the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the
reporting requirements of the 1934 Act. During the period that the Purchaser beneficially owns the Note, if the Company shall (i)
fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current
public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or
becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a
“Public Information Failure”) then, as partial relief for the damages to the Purchaser by reason of any such delay in or
reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant to
this Agreement, the Note, or at law or in equity), the Company shall pay to the Purchaser an amount in cash equal to three percent
(3%) of the Purchase Price on each of the day of a Public Information Failure and on every thirtieth day (pro-rated for periods
totaling less than thirty days) thereafter until the date such Public Information Failure is cured. The payments to which a holder
shall be entitled pursuant to this Section 4(k) are referred to herein as “Public Information Failure Payments.” Public
Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (iii) the third business day after the event or failure giving rise to the Public
Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely
manner, such Public Information Failure Payments shall bear interest at the rate of eight percent (8%) per month (prorated for
partial months) until paid in full. As used in this Agreement, 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.


 






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j. Disclosure
of Transactions and Other Material Information. By 9:00 a.m., New York time, three (3) Business Days following the date this Agreement
has been fully executed and funded, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated
by this Agreement in the form required by the 1934 Act and attaching this Agreement, the form of Note (the “8-K Filing”).
From and after the filing of the 8-K Filing with the SEC, the Purchaser shall not be in possession of any material, nonpublic information
received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed
in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, affiliates, employees or agents, on the one hand, and the Purchaser or any of its affiliates, on the other hand,
shall terminate.


 


k. Legal
Counsel Opinions. Upon the request of the Purchaser from to time to time, the Company shall be responsible, at its cost, for promptly
supplying to the Company’s transfer agent and the Purchaser a customary legal opinion letter (the “Legal Counsel Opinion”)
to the effect that the resale of the Conversion Shares by the Purchaser or its affiliates, successors and assigns is exempt from the registration
requirements of the 1933 Act pursuant to Rule 144, provided the requirements of Rule 144 are satisfied and provided the Conversion Shares
are not then registered under the 1933 Act for resale pursuant to an effective registration statement, or other applicable exemption,
provided the requirements of such other applicable exemption are satisfied. Purchaser will take no action or inaction that would invalidate
the proposed opinion. Purchaser will provide the customary representations to counsel in order to provide such an opinion. The Purchaser
may, at the Company’s cost, secure legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer
agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in
connection with its obligations under this Agreement or otherwise.


 


l.
[reserved]


 


m. Non-Public
Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the
Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material
non-public information, unless prior thereto the Purchaser shall have consented to the receipt of such information and agreed with
the Company to keep such information confidential. The Company understands and confirms that the Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material,
non-public information to the Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such
Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers,
directors, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the
Purchaser shall remain subject to applicable law. To the extent that any notice provided, information provided, or any other
communications made by the Company, to the Purchaser, constitutes or contains material non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a
Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if
the Company provides any material non-public information to the Purchaser without their prior written consent, and it fails to
immediately (no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the
Purchaser as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is
disclosed to the Purchaser and ending and including the day the Form 8-K disclosing this information is filed.


 






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n.
[reserved]


 


o.
[reserved]


 


(p) Pending
Rulemaking. As of the Issue Date hereof, proposed rulemaking exists, namely proposed amendments to Rule 144(d)(3)(ii) proposed on
December 22, 2020 in SEC Release 2020-336, that would fundamentally change the economic terms of the transaction contemplated by this
Agreement, including the Shares. In the event the rulemaking becomes final, substantially in the form as proposed, any pricing mechanism
that is deemed thereunder to be a market-adjustable price shall be automatically amended to be a fixed price of $0.05 consistent with
the fixed price terms of the Note.


 


(q) Cross-Default.
The parties are entering in this Agreement in connection with other agreements, including but not limited to, an Exchange Agreement and
an Exchange Note, dated as of even date herewith (collectively, the “Transaction Documents”). Any Event of Default under any
of the Transaction Documents shall constitute an Event of Default of each of the Transaction Documents.


 


As used in
this Agreement, 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.


 


5. Transfer Agent
Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates, or
in book entry, registered in the name of the Purchaser or its nominee, upon conversion of the Note, the Conversion Shares, in such
amounts as specified from time to time by the Purchaser to the Company in accordance with the terms thereof (the “Irrevocable
Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall
provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as
initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common
Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior
to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares 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, all such certificates or shares evidenced by book entry shall bear the
restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer agent and that
the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this
Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing)(electronically or in certificated form) any certificate or book entry for Securities to be issued
to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; (iii) it
will not fail 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 or book entry
for any Securities issued to the Purchaser upon conversion of or otherwise pursuant to the Note as and when required by the Note and
this Agreement; and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within six
(6) hours of each conversion of the Note. Nothing in this Section shall affect in any way the Purchaser’s obligations and
agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of
the Securities. If the Purchaser provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance
and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be
made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Purchaser provides reasonable
assurances that the Securities can be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, the Company
shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more
certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser. The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating the intent
and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of
its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of
the provisions of this Section, that the Purchaser shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or
other security being required.


 






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6. Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note and the Shares to the
Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.
The Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b.
The Purchaser shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c. The
representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of
the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Purchaser
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date.


 


d. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7. Conditions
to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note, on the Closing Date,
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are
for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:


 




a.
The Company shall have executed this Agreement and delivered the same to the Purchaser.


 


b. The
Company shall have delivered to the Purchaser the duly executed Note in such denominations as the Purchaser shall request and in accordance
with Section 1(b) above.


 






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c. The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.


 


d. The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing
Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to
be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


e. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f. No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


g. The
Company shall have delivered to the Purchaser resolutions adopted by the Company’s Board of Directors at a duly called meeting or
by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.


 


8.
Governing Law; Miscellaneous.


 


a. Governing Law;
Venue. This Agreement 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 Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in
the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby
irrevocably waive 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. 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 TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs. 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 Agreement, the Note, the Shares, 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 Agreement
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.


 




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b. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.
A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile
or email/.pdf transmission shall be deemed validly delivery thereof.


 


c. Construction;
Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Purchaser and shall not be construed against
any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or
affect the interpretation of, this Agreement.


 


d. Severability.
In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, 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 Agreement, the Note,
the Shares, or any other agreement, certificate, instrument or document contemplated hereby or thereby.


 


e. Entire
Agreement; Amendments. This Agreement, the Note, the Shares, and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of
this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed
by the Purchaser.


 


f. 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 Company, to:


 


DIGERATI TECHNOLOGIES, INC.

8023 Vantage Drive, Suite 660 

San Antonio, Texas 78230 

Attention: Arthur Smith

e-mail: a.smith@t3com.net


 






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If to the Purchaser:


 


PLATINUM POINT CAPITAL, LLC

353 Lexington Avenue, Suite 1502 

New York, New York 10016 

Attention: Brian Freifeld, President

e-mail: brian@platinumpointcap.com


 


g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
the Company nor the Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of
the other. Notwithstanding the foregoing, subject to Section 2(f), the Purchaser may assign its rights hereunder to any person that purchases
Securities in a private transaction from the Purchaser or to any of its “affiliates,” as that term is defined under the 1934
Act, without the consent of the Company.


 


h. Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i. Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. The Company agrees to indemnify
and hold harmless the Purchaser and all their officers, directors, employees and agents for loss or damage arising as a result of or related
to any breach or alleged breach by the Company of any of its representations, warranties, and covenants set forth in this Agreement or
any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


j. Publicity.
The Company, and the Purchaser shall have the right to review a reasonable period of time before issuance of any press releases, SEC,
Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided,
however, that the Company shall be entitled, without the prior approval of the Purchaser, to make any press release or SEC, Principal
Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations
(although the Purchaser shall be consulted by the Company in connection with any such press release prior to its release and shall be
provided with a copy thereof and be given an opportunity to comment thereon).


 


k. Expense
Reimbursement; Further Assurances. At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Purchaser
or reimburse the Purchaser for its legal fees and expenses incurred in connection with this Agreement, pursuant to the disbursement authorization
signed by the Company of even date. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


l. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 






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m. Indemnification.
In consideration of the Purchaser’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in
addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect,
indemnify and hold harmless the Purchaser and its stockholders, partners, members, officers, directors, employees and direct or
indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and
against any and all third party actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this
Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of
action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action
brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of
this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any
transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, or (iii) the status of the Purchaser or holder of the Securities as an investor in the Company pursuant to the
transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
that is permissible under applicable law.


 


n. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of
its obligations under this Agreement or the Note will be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Agreement, the Note, or the Shares, that the Purchaser 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 Agreement or the Note and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


o. Payment
Set Aside. To the extent that the Company makes a payment or payments to the Purchaser hereunder or pursuant to the Note, or the Purchaser
enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any
law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then
to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


p. Failure
or Indulgence Not Waiver. No failure or delay on the part of the Purchaser 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 Purchaser existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the undersigned
Purchaser and the Company have caused this Agreement to be duly executed as of the date first above written.


 




	DIGERATI TECHNOLOGIES, INC.	 
	 	 
	By:	/s/ Arthur Smith	 
	Name:	Arthur Smith	 
	Title:	Chief Executive Officer	 
	 	 
	PURCHASER	 
	 	 
	PLATINUM POINT CAPITAL, LLC	 
	 	 
	By:	/s/ Brian
    Freifeld	 
	Name:	Brian Freifeld	 
	Title:	President	 
	 	 
	 	 
	SUBSCRIPTION AMOUNT:	 
	 	 
	Principal Amount of Note: $275,000.00	 
	Actual Amount of Purchase Price of Note: $250,000.00*	 




 


		*	The purchase price of $250,000.00 shall be paid promptly
after the full execution of the Note and related transaction documents.



 




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EXHIBIT A


 


FORM OF NOTE


 


[attached hereto]


 


 


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