DTGI · Digerati Technologies, Inc. · Insider Trading

On December 20, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 6.65% of a warrant (the "Warrant") previously issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The approximately 6.65% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 4,702,715 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at any time at the holder's election at an exercise price of $0.01 per share and has an expiration date of November 17, 2030.

Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Fund, the General Partner, the Manager and the Managing Partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Fund's assignment of the approximately 6.65% of the Warrant described herein.

On December 20, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 6.65% of a warrant (the "Warrant") previously issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The approximately 6.65% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 4,702,715 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at any time at the holder's election at an exercise price of $0.01 per share and has an expiration date of November 17, 2030.

Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund, the General Partner, the Manager and the Managing Partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Offshore Fund's acquisition of the approximately 6.65% of the Warrant described herein.

On July 13, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 13.19% of a warrant (the "Warrant") issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The 13.19% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 10,750,452 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at any time at the holder's election at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.

Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund.

Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Fund, the General Partner, the Manager and the Managing partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Fund's assignment of the approximately 13.19% of the Warrant described herein.

On July 13, 2021, Post Road Special Opportunity Fund II LP (the "Fund") assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 13.19% of a warrant (the "Warrant") issued by Digerati Technologies, Inc. (the "Issuer") to the Fund. The 13.19% of the Warrant so assigned by the Fund to the Offshore Fund is exercisable into 10,750,452 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at any time at the holder's election at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.

Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund.

Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund, the General Partner, the Manager and the Managing partners have filed a Form 4 with the Securities and Exchange Commission on the date hereof with respect to the Offshore Fund's acquisition of the approximately 13.19% of the Warrant described herein.

The Warrant was originally issued by Digerati Technologies, Inc. (the "Issuer") to Post Road Special Opportunity Fund II LP (the "Fund") on November 17, 2020, was exercisable at any time at the holder's election into 107,701,179 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.01 per share, and had an expiration date of November 17, 2030. On March 15, 2021, the Fund assigned to Post Road Special Opportunity Fund II Offshore LP (the "Offshore Fund") approximately 24.32% of the Warrant, which portion of the Warrant is exercisable into 26,190,054 shares of Common Stock at any time at the holder's election, at an exercise price of $0.01 per share, and has an expiration date of November 17, 2030.

The approximately 24.32% of the Warrant was so assigned by the Fund to the Offshore Fund for consideration equal to that which the Fund originally paid to the Issuer for such portion of the Warrant and, as a result, that there was no profit in connection with such assignment for the purposes of Section 16 and the rules promulgated thereunder.

Post Road SOF GP II LLC (the "General Partner") is the General Partner of each of the Fund and the Offshore Fund. Post Road Group LP (the "Manager") is the manager and investment advisor of each of the Fund and the Offshore Fund. The General Partner and the Manager may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund. Michael Bogdan and Kevin C. Davis (the "Managing Partners") are the Managing Partners of each of the General Partner and the Manager, through which the Managing Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by the Fund and the Offshore Fund.

Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests. The Offshore Fund has filed a Form 3 with the Securities and Exchange Commission on the date hereof with respect to its acquisition of a portion of the Warrant, as described herein.