8-K - DTGI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported)

February 3, 2023

Digerati Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-15687	74-2849995
(State or other jurisdiction <br><br>of incorporation)	Commission File Number	(IRS Employer <br><br>Identification No.)
8023 Vantage Dr., Suite 660, San Antonio, TX	78230
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including

area code (210) 614-7240

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, in November 2020, Digerati Technologies, Inc. (the “Company”), T3 Communications, Inc., a Nevada entity that is a controlled subsidiary of the Company (“T3 Nevada”), and its subsidiaries (collectively, “the T3 Nevada Parties”) entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative LLC and its affiliate Post Road Special Opportunity Fund II LLP (collectively, “Post Road”). The Company is a party to certain sections of the Credit Agreement. Next Level Internet, Inc. became a T3 Nevada Party in February 2022.

As previously disclosed, through June 13, 2022, the Credit Agreement had been amended three times. Pursuant to the Credit Agreement, as amended, Post Road and its affiliates have lent a total of approximately $32,168,515 to T3 Nevada. The loan amounts are evidenced by two term loan notes referred to as the “Amended and Restated Term Loan A Note” and the “Term Loan C Note” (collectively, the “Notes”).

As previously disclosed, in June 2022, as part of the third amendment to the Credit Agreement, Post Road agreed to forbear from (i) exercising its rights and remedies with regard to certain existing events of default and (ii) requiring compliance with the financial covenants set forth in Section 11.12 of the Credit Agreement (related to leverage, EBITDA, liquidity, capital expenditures, fixed charge coverage ratio, and churn), pursuant to a Forbearance Agreement and Third Amendment to Credit Agreement by and among the T3 Nevada Parties and Post Road (the “Forbearance Agreement”). As previously disclosed, the Forbearance Agreement was amended twice (once in each of October and December 2022) to extend the forbearance period.

On February 3, 2023, the Company, the T3 Nevada Parties, and Post Road entered into a Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes (the “Fourth Amendment”). Pursuant to the Fourth Amendment, Post Road, contingent on the Bridge Loan Repayment (as defined in this paragraph), gave its consent to (a) the Company’s execution, delivery and performance of the Merger (as defined in this paragraph) transaction documents and (b) the Company completing the contemplated merger (the “Merger”) of MEOA Merger Sub, Inc., a wholly owned subsidiary of Minority Equality Opportunities Acquisition Inc. (“MEOA”), with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, the Company being a wholly-owned subsidiary of MEOA. Pursuant to the Fourth Amendment, Post Road gave its consent to the transactions previously disclosed in November 2022, December 2022 and February 2023 whereby the Company obtained convertible loans in the aggregate Net Unpaid Principal Amount (as defined in this paragraph) of approximately $2,848,525, and gave its consent to the Company obtaining additional convertible financing in a Net Unpaid Principal Amount of up to approximately $151,475 pursuant to similar transaction documents, and for a total Net Unpaid Principal Amount in convertible loans of up to $3,000,000 (such bridge loans are hereinafter referred to individually as a “Bridge Loan” and collectively as the “Bridge Loans”). Post Road’s consents to the Bridge Loans in a Net Unpaid Principal Amount of up to $3,000,000 are contingent on (a) the closing of the Merger and (b) the repayment in full of all obligations under the Bridge Loans from (i) conversion into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) immediately after the closing of the Merger via cash, or (ii) with Post Road’s prior written approval, either (A) proceeds of an additional equity offering or financing transaction, or (B) via amortization payments (collectively, the “Bridge Loan Repayment”). As used herein, the term “Net Unpaid Principal Amount” means the principal dollar amount of a Bridge Loan, less the original issue discount (if any) and less the transaction costs paid in cash by the Company upon the closing thereof.

The Fourth Amendment amends the Credit Agreement to add defined terms related to the Merger and the Bridge Loans. The Fourth Amendment also adds a default under the Bridge Loans transaction documents as an event of default pursuant to the Credit Agreement. The Fourth Amendments amends the mandatory prepayment provision to require that, concurrently with each payment made on the Bridge Loans, an amount equal to 50% of the total dollar amount of such Bridge Loan payment must be made to partially repay the Notes.

The Fourth Amendment requires T3 Nevada to notify Post Road promptly of any contemplated financings or other offers to lend money that are issued to the Company. The Fourth Amendment also requires T3 Nevada to deliver to Post Road: (a) the full details of any proposed amendment, modification, supplement or waiver to the Bridge Loan transaction documents before any such document is executed; and (b) notice of the conversion of Bridge Loans into shares of Common Stock or other capital stock of the Company.

The Fourth Amendment revises each of the six financial covenants set forth in Section 11.12 of the Credit Agreement (related to maximum leverage, minimum liquidity, minimum EBITDA, maximum capital expenditures, minimum interest coverage (a provision that replaces the minimum fixed charge coverage ratio provision), and maximum churn). In addition, pursuant to the Fourth Amendment, none of the financial covenants contained in Section 11.12 of the Credit Agreement, as amended by the Fourth Amendment, other than minimum liquidity will be tested with respect to the fiscal quarter that ended on January 31, 2023. The Fourth Amendment provides that these revised financial covenants will be null and void if the Merger does not close by February 28, 2023 (the “Merger Outside Closing Date”), in which case the financial covenants in effect under Section 11.12 of the Credit Agreement immediately prior to the Fourth Amendment shall apply and be deemed effective.

Pursuant to the Fourth Amendment, Post Road agreed to waive each and all of the Specified Defaults (as defined in the Fourth Amendment). Post Road’s waiver of the Specified Defaults are contingent on the Merger closing on or before the Merger Outside Closing Date and no events of default (other than the Specified Defaults) or any condition or event that, with the giving of notice or the lapse of time or both, would constitute an event of default, existing under the Credit Agreement on the Merger closing date.

In addition, the Credit Agreement permits T3 Nevada to defer until the respective maturity dates of the Notes the payment of accrued and unpaid interest otherwise due and payable. The Fourth Amendment amends the Credit Agreement and the Notes to revise the interest rate payable by T3 Nevada including pursuant to the deferral of the interest payments.

The foregoing summary of the Fourth Amendment contains only a brief description of the material terms of the Fourth Amendment and such description is qualified in its entirety by reference to the full text of the Fourth Amendment, filed herewith as Exhibit 10.1, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes by and among T3 Communications, Inc., the Subsidiaries of T3 Communications (including Next Level Internet, Inc.), Post Road Special Opportunity Fund II LP, and Post Road Administrative LLC, dated as of February 3, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Portions of this exhibit have been omitted pursuant to Item<br>601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) would likely be competitively harmful if publicly<br>disclosed. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its<br>staff upon its request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 9, 2023	Digerati Technologies, Inc.
	By:	/s/ Antonio Estrada Jr.
		Antonio Estrada Jr.,
		Chief Financial Officer

Exhibit 10.1

CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED

FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE

COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

CONSENT, LIMITED WAIVER AND

FOURTH AMENDMENT TO CREDIT AGREEMENTAND AMENDMENT TO NOTES

This Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes (this “Amendment”), dated as of February 3, 2023, with an effective date of December 23, 2022, is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), SHIFT8 NETWORKS, INC., a Texas Corporation (“Shift8”), NEXOGY, INC., a Florida corporation, NEXT LEVEL INTERNET, INC. a California corporation (“Next Level”; Next Level, Nexogy, T3FL and Shift8 are each referred to herein individually as a “Guarantor” and collectively as the “Guarantors”; the Company and the Guarantors are each referred to herein individually as a “Loan Party” and collectively as the “Loan Parties”), the Lenders party hereto, and POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, the Loan Parties, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of November 17, 2020 (as amended hereby and as be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, capitalized terms used herein but not otherwise defined shall have the respective meanings attributed to them in the certain Credit Agreement;

WHEREAS, pursuant to the Credit Agreement, the Lenders have extended to the Company (i) the $22,168,515.30 Term Loan A, (ii) the $6,000,000 Delayed Draw Loan and (iii) the $10,000,000 Term Loan C;

WHEREAS, the Term Loan A is evidenced by that certain Amended and Restated Term Loan A Note dated December 20, 2021, by the Company, as maker, made payable to the order of the Lenders in the face principal amount of the Term Loan A (such Amended and Restated Term Loan A Note, as amended hereby and as may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan A Note”);

WHEREAS, the Delayed Draw Loan is evidenced by that certain Delayed Draw Term Note dated November 17, 2020, by the Company, as maker, made payable to the order of the Lenders in the face principal amount of the Delayed Draw Loan (such Delayed Draw Term Note, as amended hereby and as may be amended, restated, supplemented or otherwise modified from time to time, the “Delayed Draw Loan Note”);

WHEREAS, the Term Loan C is evidenced by that certain Term Loan C Note dated February 4, 2022, by the Company, as maker, made payable to the order of the Lenders in the face principal amount of the Term Loan C (such Term Loan C Note, as amended hereby and as may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan C Note” and together with the Term Loan A Note and the Delayed Draw Term Loan Note, each a “Note” and collectively, the “Notes”);

WHEREAS, certain Events of Default have occurred and are continuing (i) under and pursuant to Section 13.1.5 of the Credit Agreement as a result of the Loan Parties’ (A) failure to timely deliver to Administrative Agent a Compliance Certificate for the Fiscal Quarter ended April 30, 2022 in accordance with Section 10.1.3 of the Credit Agreement, (B) failure to timely deliver to Administrative Agent financial projections in accordance with Section 10.1.8 of the Credit Agreement, (C) failure to timely deliver to Administrative Agent an executed copy of the lease relating to 1610 Royal Palm Avenue, Fort Myers, FL 33901 in accordance with Section 10.9 of the Credit Agreement, (D) failure to timely deliver to Administrative Agent Control Agreement(s) covering all deposit, checking and other operating accounts as required by Section 10.11 of the Credit Agreement, (E) failure to close the deposit accounts listed on Schedule 10.14(b) within 30 days after the Closing Date in accordance with Section 10.14 of the Credit Agreement, (F) failure to maintain a Senior Leverage Ratio of less than 4.05 to 1.00 for the Fiscal Quarter ending April 30, 2022, in accordance with Section 11.12.2 of the Credit Agreement and (G) making Capital Expenditures in excess of $379,109 in the current fiscal year, (ii) under and pursuant to Section 6 of that certain Joinder and Second Amendment to Credit Agreement dated as of February 4, 2022 (the “Joinder Agreement”) as a result of the Loan Parties’ (A) failure to consolidate the “ACH Inbound” deposit account with the “Operating” deposit account within 30 days after the Second Amendment Closing Date, (B) failure to deliver a Control Agreement relating to the New Guarantor’s depository institutions within 30 days after the Second Amendment Closing Date, (C) failure to provide Administrative Agent at least 10 Business Days’ notice before filing a Current Report on Form 8-K with the Securities and Exchange Commission on February 10, 2022, an Amended Current Report on Form 8-KA with the Securities and Exchange Commission on February 11, 2022 and a Quarterly Report on Form 10-Q with the Securities and Exchange Commission on March 17, 2022, (D) failure to provide Administrative Agent at least 10 Business Days’ notice before filing a Certificate of Correction with the Secretary of State of Nevada on May 24, 2022, (E) failure to deliver to Administrative Agent evidence of filing a UCC-3 termination statement relating to UCC-1 File No. U210095545525 within 30 days after the Second Amendment Closing Date, and (F) failure to deliver to Administrative Agent a Landlord Agreement relating to 1610 Royal Palm Avenue, Fort Myers, FL 33901 within 10 days after the Second Amendment Closing Date, (iii) under and pursuant to Section 7 of the Joinder Agreement as a result of the Loan Parties’ failure to engage an Industry Consultant on or before February 15, 2022, and (iv) under and pursuant to Section 8 of the Joinder Agreement as a result of the Loan Parties’ failure to provide financial information and projections on or before March 31, 2022 (collectively, the “Prior Existing Defaults”);

WHEREAS, following the occurrence of the Prior Existing Defaults, Loan Parties, Lenders and Administrative Agent entered into that certain Forbearance Agreement and Third Amendment to Credit Agreement dated as of June 13, 2022 (as amended by that certain Amendment to Forbearance Agreement dated as of October 17, 2022, with an effective date as of August 8, 2022, by that certain Second Amendment to Forbearance Agreement dated as of December 15, 2022, with an effective date of November 15, 2022 (the “Second Amendment to Forbearance Agreement”), and as may otherwise be amended, restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”), pursuant to which Administrative Agent and Lenders agreed, among other things, to forbear from exercising their rights and remedies under the Loan Documents with respect to the occurrence of the Prior Existing Defaults in accordance with the terms thereof;

WHEREAS, since the date of the Forbearance Agreement, certain additional Events of Default have occurred under and pursuant to Section 13.1.5 of the Credit Agreement as a result of the Loan Parties’ failure to (A) timely deliver to Administrative Agent a Compliance Certificates for the Fiscal Quarter ended July 31, 2022 in accordance with Section 10.1.3 of the Credit Agreement, (B) timely deliver to Administrative Agent an executed copy of the First Amendment to Lease Agreement relating to 8023 Vantage Dr., Suite 660, San Antonio, TX 78230 in accordance with Section 10.9 of the Credit Agreement, (C) maintain a Senior Leverage Ratio of less than 4.06 to 1.00 for the Fiscal Quarter ended July 31, 2022 in accordance with Section 11.12.2 of the Credit Agreement, (D) maintain Minimum Liquidity of $2,000,000 for the Fiscal Quarter ended July 31, 2022 in accordance with Section 11.12.4 of the Credit Agreement, (E) timely deliver to Administrative Agent a Compliance Certificate for the Fiscal Quarter ending October 31, 2022, in accordance with Section 10.1.3 of the Credit Agreement, (F) maintain a Senior Leverage Ratio of less than 4.05 to 1.00 for the Fiscal Quarter ending October 31, 2022 in accordance with Section 11.12.2 of the Credit Agreement, (G) maintain Minimum Liquidity of $2,000,000 for the Fiscal Quarter ending October 31, 2022 in accordance with Section 11.12.4 of the Credit Agreement (collectively, the “Additional Existing Defaults”);

WHEREAS, pursuant to the Second Amendment to Forbearance Agreement, Administrative Agent and Lenders agreed, among other things, to forbear from exercising their rights and remedies under the Loan Documents with respect to the occurrence of the Specified Defaults, and to extend the Forbearance Period (as defined in the Forbearance Agreement) to the earliest to occur of (i) December 23, 2022, (ii) the date on which any Event of Default other than the Specified Defaults occurs or is deemed to have occurred, and (iii) any failure by Loan Parties for any reason to comply with any term, condition or provision contained in the Forbearance Agreement;

WHEREAS, Digerati Technologies, Inc. (“Parent”) entered into that certain Business Combination Agreement dated as of August 30, 2022 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”), by and among Parent, Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), and MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“MEOA Merger Sub”), without the Administrative Agent’s prior written consent;

WHEREAS, pursuant to BCA, it is anticipated that, among other things, MEOA Merger Sub will merge with and into Parent, with Parent as the surviving corporation in the merger and, after giving effect to such merger, whereupon Parent will become a wholly-owned Subsidiary of MEOA (the “MEOA Merger”) on the terms and subject to the conditions set forth in the BCA;

WHEREAS, Parent has obtained one or more convertible, unsecured bridge loans (each such loan a “Bridge Loan,” and collectively, the “Bridge Loans”) in the aggregate net principal amount (i.e., less original issue discounts and transaction costs paid in cash by Parent upon the closing thereof and disclosed in writing to Administrative Agent) not to exceed at any one time of Three Million Dollars ($3,000,000) (collectively, the “Bridge Loan Debt”) from one or more lenders (collectively, the “Bridge Loan Lender”), to finance Parent’s short-term working capital needs and the transactional expenses expected to be incurred by Parent in connection with the MEOA Merger;

WHEREAS, the Bridge Loans are Convertible Note Offerings under the terms of the Credit Agreement and shall be repaid in their entirety either with funds the Parent retains following the MEOA Merger immediately after the closing thereof, conversion in accordance with the Bridge Loan Documents (as defined in the Credit Agreement (as amended hereby)), with proceeds from an additional equity offering or financing transaction (any additional equity offering or financing transaction to be subject to Administrative Agent’s prior written approval, which approval may be withheld or otherwise conditioned in Administrative Agent’s sole discretion), or in accordance with the amortization payment schedules set forth in the Bridge Loan Documents, subject to the Administrative Agent’s prior written consent, which consent may be withheld or otherwise conditioned in Administrative Agent’s sole discretion (the “Bridge Loan Repayment”);

WHEREAS, Parent and the Loan Parties did not obtain the Administrative Agent’s prior consent to the Bridge Loans, and have not delivered subordination agreements to Administrative Agent executed by the Bridge Loan Lenders, the Parent and the Loan Parties in form and substance acceptable to the Administrative Agent, resulting in breaches of Section 11.1 (Debt) of the Credit Agreement and the occurrences of Events of Default under Section 13.1.5 (Non-Compliance with Loan Documents) of the Credit Agreement (collectively, the “Bridge Loan Defaults” and together with the Prior Existing Defaults and the Additional Existing Defaults, each a “Specified Default” and collectively, the “Specified Defaults”);

WHEREAS, the Loan Parties have requested that the Administrative Agent and the Lenders (i) consent to the MEOA Merger, (ii) conditionally consent to the Bridge Loans, (iii) amend certain provisions of the Credit Agreement and the Notes, and (iv) conditionally waive all of the Specified Defaults; and

WHEREAS, the Administrative Agent and the Lenders are willing to do so, in each case on and subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto (intending to be legally bound) hereby agree as follows:

1.	Consents to MEOA Merger and Bridge Loans.
(a)	Consent to MEOA Merger.
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(i) Subject to the other terms and conditions contained herein, and contingent on the Parent’s repayment in full of all obligations under the Bridge Loans by the Bridge Loan Repayment immediately after the consummation of the MEOA Merger (the “MEOA Merger Consent Condition”), the Administrative Agent hereby (A) acknowledges, approves of and consents to (1) the Parent’s execution, delivery and performance of the BCA and the other MEOA Merger Documents (as defined in the Credit Agreement (as amended hereby)), and (2) the transactions contemplated by the MEOA Merger Documents, including, without limitation, the MEOA Merger, and (B) waives any applicable provision in the Credit Agreement otherwise prohibiting the MEOA Merger (the “MEOA Merger Consent”).

(ii) Notwithstanding the foregoing, the MEOA Merger Consent shall be deemed terminated, revoked, null, and void ab initio unless the MEOA Merger Consent Condition and all of the terms of this Amendment are satisfied in full. The MEOA Merger Consent is expressly limited to the MEOA Merger and the MEOA Merger Documents, and shall not have any effect on any other aspect or provision of the Loan Documents, and shall not be deemed to (i) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document; (ii) prejudice any right that the Administrative Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or of any other Loan Document; (iii) waive any Default or Event of Default that may exist as of the date hereof; or (iv) establish a custom or course of dealing among any of the Loan Parties, on the one hand, and the Administrative Agent or any Lender, on the other hand.

(b)	Consent to the Bridge Loans.

(i) Subject to the other terms and conditions contained herein, and contingent on: (a) the MEOA Merger closing in accordance with the terms of the BCA, and (b) the Parent’s repayment in full of all of the obligations under each Bridge Loan by the Bridge Loan Repayment (items (a) and (b), collectively, the “Bridge Loan Consent Conditions”), the Administrative Agent hereby (1) acknowledges, approves of and consents to (A) the Parent’s incurrence of Debt in the form of the Bridge Loans and (B) the Parent’s execution, delivery and performance of the Bridge Loan Documents to which it is a party, and (2) waives any applicable provision in the Credit Agreement otherwise prohibiting the Bridge Loans (the “Bridge Loan Consent”).

(ii) Notwithstanding the foregoing, the Bridge Loan Consent shall be deemed terminated, revoked, null, and void ab initio unless the Bridge Loan Consent Conditions and all of the terms of this Amendment are satisfied in full. The Bridge Loan Consent is expressly limited to the Bridge Loans, shall not have any effect on any other aspect or provision of the Loan Documents, and shall not be deemed to (A) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document; (B) prejudice any right that the Administrative Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or of any other Loan Document; (C) waive any Default or Event of Default that may exist as of the date hereof; or (D) establish a custom or course of dealing among any of the Loan Parties, on the one hand, and the Administrative Agent or any Lender, on the other hand.

Amendments to Credit Agreement. Subject to the terms and conditions contained herein, the Loan Parties, the Administrative Agent and the Lenders hereby amend the Credit Agreement as follows, and subject to the terms and conditions set forth in this Amendment:

(a) Section 1.1 (Definitions) is hereby amended by adding the following as defined terms thereto in their respective alphabetical order:

BCA meansthat certain Business Combination Agreement dated as of August 30, 2022 by and among Parent, MEOA and MEOA Merger Sub, as amended, supplementedor otherwise modified from time to time in accordance with its terms.

Bridge Loanor Bridge Loans means, individually or collectively, as the context may require, the convertible, unsecured loan facilities madeby the Bridge Loan Lenders to the Parent, in order to finance Parent’s short-term working capital needs and the transactional expensesincurred by Parent in connection with the MEOA Merger, including, without limitation, the Mast Hill Bridge Loan, the ClearThink BridgeLoan, the FirstFire Bridge Loan and the Jefferson Bridge Loan.

Bridge LoanDocuments means all agreements, certificates, consents, documents, promissory notes, subordination agreements and instruments deliveredfrom time to time in connection with the Bridge Loans, as the same may be amended, restated, amended and restated, supplemented or otherwisemodified from time to time in accordance with the terms of this Agreement.

Bridge LoanLender or Bridge Loan Lenders means, individually or collectively, as the context may require, the lenders to the Bridge Loans(including, without limitation, Mast Hill, ClearThink, FirstFire and Jefferson), together with their respective successors or assigns.

Bridge Loan Paymentor Bridge Loan Payments means, individually or collectively, as the context may require, any payment of debts, obligations andliabilities of the Parent to any Bridge Loan Lender arising pursuant to any of the Bridge Loan Documents, including, without limitation,any payments of (i) principal, interest, late charges and prepayment premiums (if any) due at any time under any of the Bridge Loan Documents,and (ii) all costs, fees and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after theoccurrence of an event of default thereunder) and any other sums due to any Bridge Loan Lender at any time under any of the Bridge LoanDocuments.

ClearThinkmeans ClearThink Capital Partners LLC, a Delaware limited liability company.

ClearThink BridgeLoan means that certain Bridge Loan in the original principal amount of $117,647.00 made by ClearThink to Parent on or around December12, 2022.

FirstFiremeans FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company.

FirstFire BridgeLoan means that certain Bridge Loan in the original principal amount of $176,470.59 made by FirstFire to the Parent on or around December20, 2022.

Fourth Amendmentmeans that certain Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes effective as of the FourthAmendment Closing Date by and among the Company, the Guarantors, the Lenders and the Administrative Agent.

Fourth Amendment Closing Date means February 3,2023.

Fourth AmendmentPIK Option has the meaning assigned to that term in Section 3.3.

Interest Coverage means, for any period of fourconsecutive Fiscal Quarters of the Company, the ratio of (a) EBITDA for such period less the actual amount paid by the Company andits Subsidiaries in cash during such period on account of (i) Capital Expenditures (excluding Capital Expendituresconstituting payments in respect of Capital Lease obligations and Capital Expenditures financed by Debt permitted under Section11.1(b)) in accordance with Section 11.11.4, less (ii) the current portion of all income Taxes, to (b) cash InterestExpense for such period.

Interest Rate ConversionDate means, as to each Loan, February 1, 2023.

Jefferson means JeffersonStreet Capital, LLC, a New Jersey limited liability company.

Jefferson BridgeLoan means that certain Bridge Loan in the original principal amount of $188,235.29 made by Jefferson to the Parent on or around December22, 2022.

LIBOR Floormeans, for any Interest Period ending before December 1, 2022, a rate per annum of 1.5%, and, for any Interest Period ending on or afterDecember 1, 2022, a rate per annum of 3.5%.

Mast Hill means Mast Hill Fund, L.P., a Delawarelimited partnership.

Mast Hill BridgeLoan means that certain Bridge Loan in the original principal amount of $1,670,000 made by Mast Hill to the Parent on or around November22, 2022.

MEOA meansMinority Equality Opportunities Acquisition Inc., a Delaware corporation.

MEOA Mergermeans the merger of MEOA Merger Sub and Parent, with Parent as the surviving corporation in the merger and, after giving effect to suchmerger, becoming a wholly-owned Subsidiary of MEOA, all in accordance with the terms and subject to the conditions set forth in the BCA.

MEOA Merger Bi-WeeklyStatus Reports means those bi-weekly status reports to be delivered by the Company to the Administrative Agent pursuant to Section10.1.11 hereof, which shall detail the status of the MEOA Merger and include, in part, the current flow of funds with sources anduses, in form and substance acceptable to the Administrative Agent in its reasonable discretion.

MEOA Merger ClosingDate means the date on which all conditions precedent under the MEOA Merger Documents have been satisfied and the MEOA Merger closesin accordance with the terms of the BCA.

MEOA Merger Documentsmeans, collectively, the BCA, all documents, instruments and agreements delivered from time to time in connection therewith and amendments,restatements, supplements and other modifications thereto.

MEOA Merger Outside Closing Datemeans February 28, 2023, or such later date as agreed to in writing by the Administrative Agent in its sole discretion.

MEOA Merger Sub means MEOA MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA.

Original PIK Option has the meaning assignedto that term in Section 3.3.

Replacement Index has the meaning assigned to thatterm in Section 3.6.

SOFR means the Secured Overnight FinancingRate, as administered by the Federal Reserve Bank of New York (or a successor administrator).

SOFR Floor means a rate perannum of 3.5%.

Term SOFRmeans, for any Interest Period, the Term SOFR Reference Rate on the related Interest Rate Determination Date, as such rate is publishedby the Term SOFR Administrator at approximately 5:00 a.m., Chicago time; provided, however, that if as of 5:00 p.m. (Chicago time)on any Interest Rate Determination Date the Term SOFR Reference Rate has not been published by the Term SOFR Administrator, then TermSOFR shall be the Term SOFR Reference Rate as published by the Term SOFR Administrator on the first preceding U.S. Government SecuritiesBusiness Day for which such Term SOFR Reference Rate was published by the Term SOFR Administrator so long as such first preceding U.S.Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Interest Rate DeterminationDate.

IfAdministrative Agent determines, in Administrative Agent’s sole discretion, that Term SOFR remains not published or otherwiseunavailable more than three (3) U.S. Government Securities Business Days prior to such Interest Rate Determination Date then, atAdministrative Agent’s option, upon notice of such circumstances from Administrative Agent to the Company (a) the obligationto make Term SOFR advances shall be suspended until Administrative Agent notifies the Company that the circumstances giving rise tothe suspension no longer exists, and (b) subject to the terms and conditions of this Agreement, the entire outstanding balance ofany advance shall be replaced at the end of such Interest Period with an advance bearing interest at the AdministrativeAgent’s “prime rate” which may be adjusted by Administrative Agent to include a different spread or margin (as soadjusted, the “Alternate Rate”) and the Company may request advances under this Agreement bearing interest at theAlternate Rate. For purposes of this Agreement, the Administrative Agent’s “prime rate” shall be the “U.S.prime rate” as published in The Wall Street Journal.

Notwithstandingthe foregoing, if Term SOFR is less than the SOFR Floor, then during such time, Term SOFR shall be deemed to equal the SOFR Floor.

Term SOFR Administratormeans the CME Group Benchmark Administration Limited (or a successor administrator of the Term SOFR Reference Rate determined by the AdministrativeAgent in its reasonable discretion).

Term SOFR ReferenceRate means the rate per annum of a 3-month forward-looking term rate based on SOFR that is published by the Term SOFR Administrator.

Term SOFR Transition Date has the meaning assigned to thatterm in Section 3.6.

Transition Notice has the meaning assigned to thatterm in Section 3.6.

U.S. Government Securities Business Day means any dayexcept for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixedincome departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

(b) Section 1.1 (Definitions) is hereby amended by restating the following defined terms in their entirety to read as follows:

Business Daymeans any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on whichbanking institutions located in such state are authorized or required by law or other governmental action to close and, (a) if such dayrelates to the determination of LIBOR, is also a day for trading by and between banks in Dollar deposits in the London interbank market,or (b) if such day relates to the determination of Term SOFR, is also a U.S. Government Securities Business Day.

EBITDA means, forany period, Consolidated Net Income for such period, plus, (a) in each case, without duplication and only to the extentdeducted in determining such Consolidated Net Income: (i) Interest Expense, (ii) income tax expense, (iii) depreciation andamortization, (iv) professional fees and other fees, costs and expenses with respect to the transactions contemplated by thisAgreement (including with respect to the acquisitions consummated on or about the Closing Date) incurred by the Loan Parties duringsuch period in an aggregate amount not to exceed $200,000 per year in the aggregate; (v) professional fees and other fees, costs andexpenses with respect to the First Amendment and the Second Amendment in an amount equal to $550,000; (vi) professional fees andother fees, costs and expenses with respect to the transactions contemplated by the SkyNet Acquisition Documents and the Next LevelAcquisition Documents in an amount equal to $1,000,000; (vii) the fees, costs, and expenses paid to the Industry Consultant requiredby the Second Amendment; (ix) one-time non-recurring expenses not exceeding $200,000 per year in the aggregate; (x) amounts paid bythe Company with respect to board fees and expenses, in an amount not exceeding $50,000 per year in the aggregate; and (xi) fees,costs, and expenses paid by the Company to the financial advisor pursuant to Section 10.17 herein; minus (b) withoutduplication and to the extent included in determining such Consolidated Net Income, proceeds of insurance, other than businessinterruption insurance.

Interest Periodmeans, as to any Loan, the period commencing on the date such Loan is borrowed or continued and ending on the date three months thereafter,as selected by the Company, and thereafter, LIBOR or Term SOFR (as applicable), shall reset at the end of each three month period; provided,that: (a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to thefollowing Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in whichevent such Interest Period shall end on the preceding Business Day; (b) any Interest Period that begins on the last Business Day in acalendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Periodshall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) the Company may not select any InterestPeriod for a Revolving Loan which would extend beyond the Maturity Date.

Interest RateDetermination Date means (a) for the determination of LIBOR, 11:00 a.m. (London time), on the second full Business Day preceding thefirst day of any Interest Period (unless such date is not a Business Day, in which event the next succeeding Business Day will be used,and (b) for the determination of Term SOFR, the date that is two U.S. Government Securities Business Days prior to the first day of theapplicable Interest Period for which Term SOFR is being determined. The Administrative Agent, at its option, may change the day establishedas the Interest Rate Determination Date upon 30 days advanced written notice to the Borrower.

LIBORmeans an annual rate, determined by the Administrative Agent on the Closing Date and thereafter on each Interest Rate Determination Date(which shall be a Business Day) for the next succeeding Interest Period (rounded upwards, if necessary, to the nearest 1/100 of 1%), equalto the greater of (i) as a reference rate, the annual rate reported as the London Interbank Offer Rate applicable to three month depositsof United States dollars as published by Bloomberg Professional Service on the date of determination, and (ii) the LIBOR Floor. If BloombergProfessional Service (or another nationally recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate orif such interest rate no longer exists, the Administrative Agent may in good faith select a replacement interest rate or replacement publication,as the case may be.

(c) Section 1.1 (Definitions) is hereby amended by deleting the following defined terms in their entirety: “Fixed Charge Coverage Ratio,” “PPP,” “PPP Loan” and “PPP Period.”

(d) Section 3.3 (Interest Payments; PIK) is hereby restated in its entirety to read as follows:

3.3 Interest Payments; PIK.

(a) The Company promises to pay accrued intereston each Loan in arrears on each Interest Payment Date and at maturity provided that, so long as no Event of Default exists andis continuing, at the Company’s option and upon five (5) Business Days’ prior written notice to the Administrative Agent,the Company may elect to defer until the Maturity Date payment of accrued and unpaid interest otherwise due and payable with respectto any Loan on the Interest Payment Election Date at a per annum rate of: (i) from the Closing Date through and including the first anniversarythereof, up to 5.0%, (ii) from the day after the first anniversary of the Closing Date through and including the second anniversary ofthe Closing Date, up to 4.0%, and (iii) from the day after the second anniversary of the Closing Date through and including the thirdanniversary of the Closing Date, up to 3.0% (such election to defer payment of accrued and unpaid interest as set forth in and pursuantto this sub-clause (a) being hereinafter referred to as the “Original PIK Option”).

(b) In addition to the Original PIKOption set forth in clause (a) above and commencing on the January 3, 2023 Interest Payment Date, in the event LIBOR or Term SOFR(as applicable) exceeds 1.5% during any Interest Period, and so long as no Event of Default exists and is continuing, at theCompany’s option and upon five (5) Business Days’ prior written notice to the Administrative Agent, the Company mayelect to defer until the Maturity Date payment of accrued and unpaid interest otherwise due and payable with respect to any Loan onthe Interest Payment Election Date at a per annum rate of 1.5% (such additional election to defer payment of accrued and unpaidinterest as set forth in and pursuant to this clause (b) being hereinafter referred to as the “Fourth Amendment PIKOption”). For the avoidance of doubt, the Fourth Amendment PIK Option set forth in this clause (b) is in addition to theOriginal PIK Option set forth in clause (a) above. Notwithstanding the foregoing, the Administrative Agent hereby acknowledges andconsents to the application of the Fourth Amendment PIK Option to accrued and unpaid interest that was otherwise due and payable onthe January 3, 2023 and February 1, 2023 Interest Payment Dates.

(c) Allaccrued and unpaid interest the payment of which is so deferred shall (i) be compounded and added to the unpaid principal balance of theapplicable Loan on the applicable Interest Payment Date, (ii) itself accrue interest at the rate then applicable under Section 3.1and (iii) be paid as otherwise required by the terms of this Agreement. After maturity, and at any time an Event of Default exists andis continuing, the Company promises to pay accrued interest on the applicable Loan on demand by the Administrative Agent. Notwithstandingthe foregoing, any cash interest paid by the Company in respect of Term Loan C prior to the date of any prepayment required by Section6.2(b) of this Agreement shall reduce the final payment due on the Maturity Date of Term Loan C by such amount.

(d) By way of exampleon a given date for a given Interest Period when the Fourth Amendment PIK Option is available, if Term SOFR for such Interest Periodshall be 4.60%, then the unpaid principal balance of a Loan shall accrue interest at a rate equal to Term SOFR (4.60% for thepurposes of this example), plus, for the purposes hereof, 12.0% per annum. If the Company elects and successfully exercises both theOriginal PIK Option and the Fourth Amendment PIK Option, then interest on the applicable Loan shall be due and payable on thecorresponding Interest Payment Date as follows: (1) 9.0% cash interest shall be due and payable in accordance with the terms of thisAgreement, (2) 3.0% (representing the Original PIK Option) and an additional 1.5% (representing the Fourth Amendment PIK Option) ininterest shall be deferred until the Maturity Date, and (3) 3.10% of additional cash interest shall be due and payable on theInterest Payment Date in accordance with the terms of this Agreement. In furtherance of the foregoing example, deferred interest inSection (2) of the immediately preceding sentence shall (i) be compounded and added to the unpaid principal balance of theapplicable Loan on the Interest Payment Date, (ii) accrue interest at the rate then applicable under Section 3.1, and (iii) be paidas otherwise required by the terms of this Agreement.

(e) Article III (Interest) is hereby amended by adding a new Section 3.6 thereto, to read as follows:

3.6 Inability to Determine Term SOFR; SOFR Benchmark Replacement.

(a) The Administrative Agent does not warrantor accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submissionof, calculation of or any other matter related to Term SOFR or any replacement rate thereto, including whether the replacement rate willproduce the same value or economic equivalence of, or have the same volume or liquidity as the Term SOFR prior to its discontinuanceor unavailability, or (b) the effect, implementation or composition of any conforming changes made to a replacement rate. The AdministrativeAgent may select information sources or services in its reasonable discretion to ascertain Term SOFR or a replacement rate, in each casepursuant to the terms of this Agreement, and shall have no liability to the Loan Parties or any other Person for damages of any kind,including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contractor otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any suchinformation source or service.

(b) If at any timeAdministrative Agent determines, in Administrative Agent’s sole discretion, that Term SOFR has ceased, will cease, or is not,or as of a specified future date, will not be, representative or in compliance with IOSCO Principles for Financial Benchmarks, then,at Administrative Agent’s option, Administrative Agent may establish a new index, in Administrative Agent’s solediscretion, which may be adjusted by Administrative Agent to include an different spread or margin (as so adjusted, the“Replacement Index”). Administrative Agent will notify the Company in writing (a “TransitionNotice”) setting forth the Replacement Index, the new applicable rate, the date the same will become effective (the“Term SOFR Transition Date”) and the manner in which the applicable rate will be periodically reset (which shallbe no less than once each month) based upon changes in the Replacement Index. The Term SOFR Transition Date will be no sooner thanten (10) days following the Transition Notice. Notwithstanding the foregoing and unless there is a Hedging Agreement in place inconnection with this Agreement, if the Replacement Index is less than 3.5% per annum, then the Replacement Index shall be deemed tobe 3.5% per annum

(f) Clause (a) of Section 6.2 (Mandatory Prepayments) is hereby amended by adding the following as a new sub-clause (v) thereto:

(v) concurrentlywith each Bridge Loan Payment, in an amount equal to 50% of the total dollar amount of such Bridge Loan Payment.

(g) Section 9.31 (PPP Loan Matters) is hereby restated in its entirety to read as follows:

9.31 [Reserved].

(h) Section 10.1 (Reports, Certificates and Other Information) is hereby amended by adding the following as a new Section 10.1.11 thereto:

10.1.11 MEOAMerger Bi-Weekly Status Reports. On every other Tuesday following the Fourth Amendment Closing Date, the Parent shall submit a MEOAMerger Bi-Weekly Status Report to the Administrative Agent for the prior week, including (i) the current status of the MEOA Merger ascompared to the prior weeks, (ii) any and all material discrepancies, conflicts and/or ambiguities that exist in the MEOA Merger Documentsthat require resolution, and (iii) any and all items, provisions and terms that require resolution so as not to jeopardize the consummationof the MEOA Merger on or prior to the MEOA Merger Outside Closing Date, together with such additional documents and information as theAdministrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent.

(i) Section 10.17 (PPP Loan Matters) is hereby restated in its entirety to read as follows:

10.17 Financial Advisor.Effective as of the Fourth Amendment Closing Date, the Administrative Agent shall have the right to appoint a financial advisor at theCompany’s sole cost and expense. The financial advisor shall be chosen by the Administrative Agent, in consultation with the Company(provided that the choice of financial advisor remains at the Administrative Agent’s sole discretion), to review, analyze and adviseon the Loan Parties’ financial performance and to perform all other duties customarily performed by financial advisors. The budgetfor the financial advisor shall be approved jointly by the Administrative Agent and the Company, which approval of the Company shallnot be unreasonably withheld, conditioned or otherwise delayed (provided, however, that if an Event of Default occurs oris deemed to have occurred, the budget for the financial advisor shall be approved by the Administrative Agent in its sole discretion).The Administrative Agent may communicate with the financial advisor directly and routinely, whether through calls, in-person meetingsand/or electronic communications, and the Administrative Agent shall be entitled to receive complete copies of all electronic and writtenmaterials generated by the financial advisor. The Loan Parties’ failure to cooperate fully with any financial advisor shall constitutean Event of Default. The Administrative Agent’s right to appoint a financial advisor shall expire automatically once the TotalLeverage Ratio (as hereinafter defined) is less than 4.5 to 1.0 for any Fiscal Quarter, and as shown in the monthly reports and the ComplianceCertificates delivered to the Administrative Agent pursuant to Sections 10.1.2 and 10.1.3, respectively. For the purposes hereof, “TotalLeverage Ratio” shall mean, as of any date of determination with respect to the Company and its Subsidiaries, the ratio of(a) Total Debt to (b) EBITDA.

(j) Article X (Affirmative Covenants) is hereby amended by adding the following as new Sections 10.18, 10.19 and 10.20 thereto:

10.18 Noticeof Commitments. The Company shall notify the Administrative Agent promptly of any financing commitments, proposals, term sheets orother offers to lend money that are issued to the Parent.

10.19 BridgeLoan Documents. The Company shall deliver (or cause to be delivered) to the Administrative Agent (a) the full details of any proposedamendment, modification, supplement or waiver to the Bridge Loan Documents before any such amendment, modification, supplement or waiveris executed, and (b) notice of the conversion of Parent’s Capital Stock under the Bridge Loan Documents.

10.20 MEOAMerger Documents. The Company shall deliver (or cause to be delivered) to the Administrative Agent complete copies of all MEOA MergerDocuments, together with all addenda, exhibits and schedules thereto.

(k) Section 11.12 (Financial Covenants) is hereby restated in its entirety to read as follows:

11.12 Financial Covenants.

11.12.1 [Reserved].

11.12.2 Maximum Senior Leverage. TheLoan Parties shall not, when evaluated on a consolidated basis amongst all Loan Parties collectively, suffer or permit the Senior LeverageRatio for the Fiscal Quarter ending April 30, 2021 and for the last day of each subsequent Fiscal Quarter thereafter to exceed the amountset forth opposite such day:

Fiscal Quarter Ending:	Senior Leverage Ratio:
April 30, 2021	5.08 to 1.00
July 31, 2021	4.44 to 1.00
October 31, 2021	4.30 to 1.00
January 31, 2022	4.06 to 1.00
April 30, 2022	4.05 to 1.00
July 31, 2022	4.06 to 1.00
October 31, 2022	4.05 to 1.00
January 31, 2023	*** to 1.00
April 30, 2023	*** to 1.00
July 31, 2023	*** to 1.00
October 31, 2023	*** to 1.00
January 31, 2024	*** to 1.00
April 30, 2024	*** to 1.00
July 31, 2024	*** to 1.00
October 31, 2024, and for each Fiscal	*** to 1.00
Quarter thereafter

11.12.3 MinimumEBITDA. The Loan Parties shall, when evaluated on a consolidated basis amongst all Loan Parties collectively, have, as of the endof the Fiscal Quarter ending April 30, 2021 for the three (3) month period then ended on an annualized basis and as of the last day ofeach subsequent Fiscal Quarter thereafter for the three (3) month period then ended on an annualized basis, EBITDA of at least the amountset forth below opposite such Fiscal Quarter:

Fiscal Quarter Ending:	EBITDA:
April 30, 2021	$	2,815,686
July 31, 2021	$	3,257,141
October 31, 2021	$	3,407,252
January 31, 2022	$	3,650,662
April 30, 2022	$	3,696,175
July 31, 2022	$	3,719,589
October 31, 2022	$	3,771,629
January 31, 2023		*******
April 30, 2023		*******
July 31, 2023		*******
October 31, 2023		*******
January 31, 2024		*******
April 30, 2024		*******
July 31, 2024		*******
October 31, 2024		*******
January 31, 2024, and for each Fiscal		*******
Quarter thereafter

11.12.4 MinimumLiquidity. Each Loan Party shall not suffer or permit the Liquidity of the Company and its Subsidiaries (excluding any Liquidityof the Parent) to be less than (i) $1,000,000.00 as of the end of the Fiscal Quarter ending January 31, 2021; (ii) $1,250,000.00 asof the end of the Fiscal Quarter ending April 30, 2021; (iii) $1,500,000.00 as of the end of the Fiscal Quarters ending July 31,2021, October 31, 2021 and January 31, 2022; (iv) $2,000,000.00 as of the end of the Fiscal Quarters ending April 30, 2022, July 31,2022 and October 31, 2022; (v) $1,000,000 as of the end of the Fiscal Quarter ending January 31, 2023; (vi) $2,000,000 as of the endof the Fiscal Quarter ending April 30, 2023 and as of the last day of each subsequent Fiscal Quarter thereafter.

11.12.5 MaximumCapital Expenditures. The Company will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital Expendituresexcept Capital Expenditures of the Company and its Subsidiaries not exceeding (i) $379,190.00 in the aggregate during any Fiscal Yearup to, and including the Fiscal Year ending July 31, 2022, and (ii) $*** in the aggregate during any Fiscal Year thereafter.

11.12.6 Interest Coverage.The Company and its Subsidiaries will have Interest Coverage of not less than (i) *** to 1.00 as of the end of the Fiscal Quarter endingApril 30, 2023, July 31, 2023, and October 31, 2023; (ii)*** to 1.00 as of the end of the Fiscal Quarter ending January 31, 2024, April30, 2024, and July 31, 2024; and (iii) *** to 1.00 as of the end of the Fiscal Quarter ending October 31, 2024 and as of the last dayof each subsequent Fiscal Quarter thereafter.

11.12.7 MaximumChurn. The Company shall not suffer or permit the Churn of the Company to be greater than 3.00% at any time.

Notwithstanding anything in this Section 2(k) to the contrary, effective as of January 31, 2023, none of the financial covenants contained in Section 11.12 of the Credit Agreement, as amended hereby, shall be tested with respect to the Fiscal Quarter ending January 31, 2023 (other than Section 11.12.4 (Minimum Liquidity)), which may be tested on the January 31, 2023 Fiscal Quarter end date in the Administrative Agent’s sole discretion), unless any of the following shall occur prior to such date: (i) any Event of Default other than the Specified Defaults occurs or is deemed to have occurred, and/or (ii) there is a breach of any term, condition or provision contained in the Forbearance Agreement, each as determined in the sole discretion of the Administrative Agent. For the avoidance of doubt, all financial covenants contained in Section 11.12 of the Credit Agreement, as amended hereby, shall be tested with respect to the Fiscal Quarter ending April 30, 2023 and thereafter pursuant to the terms and conditions of the Credit Agreement, as amended hereby.

Further notwithstanding anything in this Section 2(k) to the contrary, if the BCA is terminated by any party thereto or, in any event, the MEOA Merger is not consummated in accordance with the terms and provisions of the MEOA Merger Documents on or before the MEOA Merger Outside Closing Date (each such event, a “Financial Covenant Reversion Event”), then the amendments and modifications to Section 11.12 of the Credit Agreement and set forth in this Section 2(k) shall immediately, and without notice to the Loan Parties, be deemed terminated, revoked, null, and void ab initio, and the terms of Section 11.12 of the Credit Agreement in effect immediately prior to the Fourth Amendment Closing Date shall apply and be deemed effective, unless the Required Lenders otherwise expressly consent in writing.

(l) Article XI (Negative Covenants) is hereby amended by adding a new Section 11.18 thereto, to read as follows:

11.18 BridgeLoans. (a) The Bridge Loan Documents shall not be amended, restated, supplemented or otherwise modified (including, without limitation,in connection with any extension, renewal or refinancing of a Bridge Loan) without the Administrative Agent’s prior written consent,which consent may be withheld in the Administrative Agent’s sole discretion; (b) the aggregate net unpaid principal amount (i.e.,less original issue discounts and transaction costs paid in cash by Parent upon the closing thereof and disclosed in writing to AdministrativeAgent) of the Bridge Loans shall not exceed $3,000,000 at any time; and (c) the Bridge Loans shall not be secured by any Liens exceptthose consented to in writing by the Administrative Agent and be non-guaranteed obligations at all times.

(m) Section 13.1 (Events of Default) is hereby amended by adding the following as a new Section 13.1.21 thereto:

13.1.21 BridgeLoans. Any default or event of default (as defined therein) shall occur under any of the Bridge Loan Documents and continue beyondany applicable notice or cure period.

Amendments to Notes. Subject to the terms and conditions contained herein, the Loan Parties, the Administrative Agent and the Lenders hereby amend the Notes as follows, and subject to the terms and conditions set forth in this Amendment:

(a) The Term Loan A Note is hereby amended by restating the third paragraph therein in its entirety to read as follows:

The unpaid principalamount of Term Loan A shall bear interest at the following rates: (a) for the period commencing on the Closing Date through to, and including,the day immediately preceding the Interest Rate Conversion Date, a rate equal to LIBOR (with a set Interest Period) plus12.0% per annum, and (b) for the period commencing on the Interest Rate Conversion Date through to the date Term Loan A is Paid in Fullin cash or same day funds at a rate equal to Term SOFR (with a set Interest Period) plus 12.0% per annum; provided, however,that the Obligations may bear interest at the Default Rate pursuant to Section 3.2 of the Credit Agreement; provided further, that theundersigned may elect to defer until the Maturity Date payment of accrued and unpaid interest on Term Loan A pursuant to Section 3.3 ofthe Credit Agreement; provided further, that premium amounts on Term Loan A may be due pursuant to Section 4.4 of the Credit Agreement.

(b) The Delayed Draw Term Loan Note is hereby amended by restating the third paragraph therein in its entirety to read as follows:

The unpaid principalamount of the Delayed Draw Loan shall bear interest at the following rates: (a) for the period commencing on the Delayed Draw Datethrough to, and including, the day immediately preceding the Interest Rate Conversion Date, a rate equal to LIBOR (with a setInterest Period) plus 12.0% per annum, and (b) for the period commencing on the Interest Rate Conversion Date throughto the date such Delayed Draw Loan is Paid in Full in cash or same day funds at a rate equal to Term SOFR (with a set InterestPeriod) plus 12.0% per annum; provided, however, that the Obligations may bear interest at the Default Rate pursuantto Section 3.2 of the Credit Agreement; provided further, that the undersigned may elect to defer until the Maturity Date payment ofaccrued and unpaid interest on the Delayed Draw Loan pursuant to Section 3.3 of the Credit Agreement; provided further, that premiumamounts on the Delayed Draw Loan may be due pursuant to Section 4.4 of the Credit Agreement.

(c) The Term Loan C Note is hereby amended by restating the first sentence of the third paragraph therein in its entirety to read as follows:

The unpaid principalamount of Term Loan C shall bear interest at the following rates: (a) for the period commencing on the Second Amendment Closing Date throughto, and including, the day immediately preceding the Interest Rate Conversion Date, a rate equal to (i) LIBOR (with a set Interest Period)plus (ii) 12.0% per annum, and (b) for the period commencing on the Interest Rate Conversion Date through to the date TermLoan C is Paid in Full in cash or same day funds at a rate equal to (i) Term SOFR (with a set Interest Period) plus (ii)12.0% per annum.

Conditional Waiver of Specified Defaults. (a) Administrative Agent and Lenders agree to waive each and all of the Specified Defaults, subject to each of the following conditions (collectively, the “Waiver Conditions”):

(i) The MEOA Merger closing shall have occurred no later than the MEOA Outside Closing Date pursuant to the terms and conditions set forth in the MEOA Merger Documents and in accordance with the terms of this Amendment and the other Loan Documents; and

(ii) On the MEOA Merger Closing Date, there does not exist any other Event of Default, or any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

(b) Notwithstanding the foregoing, in the event the MEOA Merger closing does not occur prior to the MEOA Merger Outside Closing Date or the Waiver Conditions are not satisfied in Administrative Agent’s sole and absolute discretion, then nothing contained herein shall (i) be deemed to constitute a waiver of any of the Specified Defaults, each of which shall be deemed to remain in existence, or (ii) impair Administrative Agent’s and Lenders’ ability to exercise all or any of their rights and remedies under the Credit Agreement, the Forbearance Agreement and the other Loan Documents or otherwise under applicable law or in equity.

Conditions Precedent. This Amendment shall become effective, the consents described in Section 1 above, the amendments described in Sections 2 and 3 above, the waivers described in Section 4 above, shall commence upon receipt by Administrative Agent of evidence of satisfaction of each and every of the following items and conditions, as determined by Administrative Agent in its sole and absolute discretion:

(a) duly executed counterparts of this Amendment signed by each of the parties hereto;

(b) the Administrative Agent shall have received drafts and complete copies of all MEOA Merger Documents, together with all addenda, exhibits and schedules thereto, as in effect on the date hereof;

(c) the Administrative Agent shall have received drafts and complete copies of all Bridge Loan Documents, together with all addenda, exhibits and schedules thereto, as in effect on the date hereof;

(d) evidence satisfactory to the Administrative Agent that no Event of Default other than the Specified Defaults shall exist immediately before or after the consummation of the transactions contemplated by this Amendment, or in either case, be caused thereby;

(e) the amount of the costs, fees, disbursements and expenses of Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other agreements, modifications, instruments and documents contemplated hereby pursuant to Section 7 hereof and otherwise due and owing pursuant to the Credit Agreement; and

(f) such other documents, certificates, schedules, exhibits, instruments and agreements as Administrative Agent shall reasonably request.

Amendment Fee, Costs, Expenses and Taxes. In consideration of Administrative Agent’s agreement to enter into this Amendment, and in addition to the payments of principal and interest required under the Credit Agreement and the other Loan Documents, the Loan Parties covenant and agree to pay to Administrative Agent a non-refundable amendment fee equal to $400,000 (the “Amendment Fee”), which Amendment Fee shall be additional interest that has accrued on, and shall be capitalized and added to the aggregate principal amount of, the Term Loan C outstanding as of the Fourth Amendment Closing Date. The Amendment Fee shall be fully earned on the Fourth Amendment Closing Date. The parties hereto acknowledge and agree that as of the Fourth Amendment Closing Date, the outstanding principal balance of Term Loan C prior to the capitalization of the Amendment Fee is $10,414,903.09. For the avoidance of doubt, the principal balance of the Term Loan C as of the Fourth Amendment Closing Date (after giving effect to the capitalization of the Amendment Fee pursuant to this Section 6) is $10,814,903.09, consisting of (i) $10,414,903.09 of outstanding principal on the Term Loan C and (ii) the Amendment Fee of $400,000. In addition to the foregoing and without limiting the obligation of the Loan Parties to reimburse Administrative Agent (and, as applicable, Lenders) for all costs, fees, disbursements and expenses incurred by Administrative Agent and Lenders as specified in the Credit Agreement, as amended by this Amendment, the Loan Parties agree to pay on demand all costs, fees, disbursements and expenses of Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other agreements, modifications, instruments and documents contemplated hereby (collectively, the “Transaction Documents”), including, without limitation, reasonable attorneys’ fees and expenses.

Representations, Warranties and Covenant of the Loan Parties. Each Loan Party hereby jointly and severally represents and warrants to Administrative Agent and Lender, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment:

(a) each Loan Party has the corporate or limited liability company, as applicable, power and authority to execute and deliver this Amendment and the Transaction Documents to which it is a party (and perform its respective obligations hereunder and thereunder). This Amendment and the Transaction Documents to which such Loan Party is a party have been duly authorized by such Loan Party. This Amendment, the Transaction Documents to which such Loan Party is a party, the Credit Agreement and the Notes (as amended by this Amendment) each constitute the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditor’s rights generally and general principles of equity;

(b) each Loan Party’s representations and warranties set forth in the Credit Agreement, the Notes and in the other Loan Documents are true, correct and complete in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty is true and correct in all respects) on and as of the date hereof except to the extent that such representations and warranties expressly related solely to an earlier date, in which case such representations were true, correct and complete in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty is true and correct in all respects) on and as of such earlier date;

(c) all Obligations now due or payable by any Loan Party to Lenders or Administrative Agent are unconditionally owing by such Loan Party to Lenders and Administrative Agent, without offset, defense or counterclaim of any kind, nature or description whatsoever; and

(d) No Default or Event of Default shall have occurred and be continuing other than the Specified Defaults, and no “Default” or “Event of Default” shall have occurred and be continuing under the Loan Documents, as of the date hereof or shall occur immediately after giving effect to this Amendment.

Each Loan Party acknowledges that Administrative Agent and Lenders are specifically relying upon the representations, warranties and agreements contained in this Amendment and that such representations, warranties and agreements constitute a material inducement to Administrative Agent and Lenders in entering into this Amendment.

Release by Loan Parties. In further consideration of the execution of this Amendment by Administrative Agent and Lenders, each Loan Party (on behalf of itself and its shareholders, directors, members, managers, partners, officers, affiliates, successors and assigns) hereby unconditionally, absolutely and irrevocably forever remises, releases, acquits, satisfies and forever discharges Administrative Agent and Lender and their respective successors, assigns, affiliates, parent entities, officers, employees, directors, shareholders, agents and attorneys (collectively, the “Releases”) from any and all claims, demands, liabilities, disputes, damages, suits, controversies, penalties, fees, costs, expenses, actions and causes of action (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent (all of the foregoing, “Claims”), that such Loan Party (or any of its respective shareholders, directors, members, managers, partners, officers, affiliates, successors or assigns) occurring on or before the date hereof, from any or all of the Releases, which arise from or relate to any actions, omissions, conditions, events, or any other circumstances whatsoever on or prior to the date hereof, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, the transactions relating thereto or hereto, and any other Loan Document, other than for the gross negligence or willful misconduct of Administrative Agent as finally determined in a non-appealable order of a court of competent jurisdiction.
Reference to Credit Agreement; No Waiver.

(a) References. Upon the effectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby, and (ii) each reference in each of the Notes to “this Note,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the respective Note, as amended hereby. The term “Loan Documents” as defined in Section 1.1 of the Credit Agreement shall include (in addition to the Loan Documents described in the Credit Agreement) this Amendment and the other Transaction Documents.

(b) No Waiver. The failure of Administrative Agent (or, as applicable, Lenders), at any time or times hereafter, to require strict performance by Loan Parties of any provision or term of the Credit Agreement, this Amendment or the other Loan Documents shall not waive, affect or diminish any right of Administrative Agent (or, as applicable, Lenders) hereafter to demand strict compliance and performance herewith or therewith. Any suspension or waiver by Administrative Agent or Lenders of a breach of this Amendment or any Event of Default under the Credit Agreement shall not, except as expressly set forth herein or in any other writing signed by Administrative Agent, suspend, waive or affect any other breach of this Amendment or any Event of Default under the Credit Agreement, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the undertakings, agreements, warranties, covenants and representations of the Loan Parties contained in this Amendment, shall be deemed to have been suspended or waived by Administrative Agent or Lenders unless such suspension or waiver is (i) in writing and signed by Administrative Agent and (ii) delivered to the Loan Parties. In no event shall Administrative Agent’s and Lenders’ execution and delivery of this Amendment establish a course of dealing among Administrative Agent, Lenders, Loan Parties or any other obligor, or in any other way obligate Administrative Agent or Lenders to hereafter provide any amendments or waivers with respect to the Credit Agreement. The terms and provisions of this Amendment shall be limited precisely as written and shall not be deemed (x) to be a consent to any amendment or modification of any other term or condition of the Credit Agreement, the Notes or of any of the Loan Documents (except as expressly provided herein); or (y) to prejudice any right or remedy which Administrative Agent or any Lender may now have under or in connection with the Credit Agreement, the Notes or any of the Loan Documents. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the Credit Agreement, the Notes or any of the Loan Documents, or any Default or Event of Default under the Credit Agreement. It is the intention of the parties hereto that the execution and delivery of this Amendment does not effectuate a novation of the liabilities and obligations of the Loan Parties to Administrative Agent or Lenders with respect to the Loans, but merely serves as a modification of certain terms thereof.

(c) Full Force and Effect. The Credit Agreement, the Notes and all of the other Loan Documents, in each case as amended hereby, shall remain in full force and effect and are hereby ratified and confirmed.

(d) Reaffirmation of Security Interest. Each Loan Party hereby ratifies and reaffirms any and all grants of Liens to Administrative Agent in, to and on the Collateral as security for the Obligations, and the Company acknowledges and confirms that the grants of the Liens to Administrative Agent for the benefit of itself and Lenders in, to and on the Collateral: (i) represent continuing Liens on all of the Collateral, (ii) secure the indefeasible payment in full in cash all of the Obligations when due or declared due in accordance with the terms of the Credit Agreement, and (iii) represent valid and first priority perfected Liens on all of the Collateral (subject only to Permitted Liens).

Miscellaneous. Titles and headings herein are solely for the convenience of the parties and are without substantive legal meaning. This Amendment may only be amended or modified by a writing signed by Administrative Agent, Required Lenders and the Loan Parties. Neither this Amendment nor any uncertainty or ambiguity herein shall be construed or resolved against Administrative Agent or Lenders, whether under any rule of construction or otherwise.
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, the Loan Parties may not assign any of its rights or obligations under this Amendment without the prior written consent of Administrative Agent.
Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision or provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Amendment.
Counterparts. This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument, admissible into evidence.
Facsimile. A signature hereto sent or delivered by facsimile or other electronic means shall be as legally binding and enforceable as a signed original for all purposes.
Governing Law. This Amendment and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.
Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF NEW YORK COUNTY, THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; OR, IF THE ADMINISTRATIVE AGENT INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH THE ADMINISTRATIVE AGENT SHALL INITIATE OR TO WHICH THE ADMINISTRATIVE AGENT SHALL REMOVE SUCH ACTION, TO THE EXTENT SUCH COURT OTHERWISE HAS JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS IN ADVANCE TO THE JURISDICTION OF SUCH COURTS IN ANY ACTION OR PROCEEDING COMMENCED IN OR REMOVED BY THE ADMINISTRATIVE AGENT TO ANY OF SUCH COURTS, HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND HEREBY AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH LOAN PARTY AT THE ADDRESS SET FORTH IN SECTION 15.3 OF THE CREDIT AGREEMENT. EACH LOAN PARTY WAIVES ANY CLAIM THAT ANY COURT HAVING SITUS IN NEW YORK COUNTY, NEW YORK, IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD ANY LOAN PARTY, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE PERIOD OF TIME PRESCRIBED BY LAW AFTER THE MAILING THEREOF, SUCH LOAN PARTY SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY THE ADMINISTRATIVE AGENT AGAINST SUCH LOAN PARTY AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR THE LOAN PARTIES SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY THE ADMINISTRATIVE AGENT, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY THE ADMINISTRATIVE AGENT, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.
WAIVEROF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHERLOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTYHERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THATSUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THEOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have duly executed this Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes as of the date first above written.

COMPANY:
T3 COMMUNICATIONS, INC., a Nevada corporation, <br><br>as the Company
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	President and Chief Executive Officer
	GUARANTORS:

[SignaturePage to Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes]

GUARANTORS:
T3 COMMUNICATIONS, INC.,
a Florida corporation
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	President and Chief Executive Officer
SHIFT8 NETWORKS, INC., a Texas Corporation
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	President and Chief Executive Officer
NEXOGY, INC., a Florida corporation
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	President and Chief Executive Officer
NEXT LEVEL INTERNET, INC.,
a California corporation
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	Chief Executive Officer

[SignaturePage to Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes]

ADMINISTRATIVE AGENT:
POST ROAD ADMINISTRATIVE LLC
By :	/s/ Michael Bogdan
Name:	Michael Bogdan
Title:	Authorized Signatory
LENDERS:
POST ROAD SPECIAL OPPORTUNITY FUND II LP
By:	/s/ Michael Bogdan
Name:	Michael Bogdan
Title:	Authorized Signatory

[Signature Page to Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes]

ACKNOWLEDGED AND AGREED:
Digerati Technologies, Inc., a Nevada corporation
By:	/s/ Arthur L. Smith
Name:	Arthur L. Smith
Title:	President and Chief Executive Officer

[Signature Page to Consent, LimitedWaiver and Fourth Amendment to Credit Agreement and Amendment to Notes]