As previously disclosed, in November 2020, Digerati Technologies, Inc. and T3 Communications, Inc., a Nevada corporation that is a controlled subsidiary of the Company, and T3's subsidiaries entered into a credit agreement with Post Road Administrative LLC and its affiliate Post Road Special Opportunity Fund II LLP. 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 May 8, 2023, the Credit Agreement had been amended six times. One of these amendments was that certain Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes, entered into on February 3, 2023. Among other things, 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 is contingent on the Merger closing on or before February 28, 2023 (the “MEOA 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 MEOA Merger Outside Closing Date. As previously disclosed, on March 13, 2023, the Company, the T3 Nevada Parties, and Post Road entered into the Fifth Amendment to its Credit Agreement, with an effective date of February 28, 2023, which specifically revised the MEOA Merger Outside Closing Date, replacing the “February 28, 2023” date with “April 28, 2023.” Pursuant to the Credit Agreement, as amended, the principal balance owed by the T3 Nevada Parties to Post Road and its affiliates, as of April 30, 2023, was approximately $34,469,929. On May 8, 2023, the Company, the T3 Nevada Parties, and Post Road entered into a Seventh Amendment to Credit Agreement (the “Seventh Amendment”).

The Seventh Amendment is dated as of May 1, 2023, with an effective date of April 28, 2023. Pursuant to the Seventh Amendment, the MEOA Merger Outside Closing Date was amended to mean May 31, 2023, or such later date as agreed to in writing by Post Road in its sole discretion. The Seventh Amendment also modified the negative covenants set out in the Credit Agreement to add a new section on material nonpublic information (“MNPI”).

The Seventh Amendment's modifications to the Credit Agreement provide that if Post Road elects not to receive MNPI from the Company during any period during which the Company is obligated to deliver a notice to Post Road which notice would include MNPI, the Company will inform Post Road of its obligation to deliver the notice, and Post Road will inform the Company whether it elects to receive such notice. If Post Road elects to receive the notice of MNPI, the Company shall deliver such notice in accordance with the Credit Agreement, and if Post Road elects not to receive such notice, the Company shall not deliver the notice and Post Road shall have waived its rights to receive delivery of the notice. Any election by Post Road to waive their right to receive delivery of any notice of MNPI applies only with respect to the specific notice and not to any subsequent notice.