Digerati Technologies, Inc. (OTCMKTS:DTGI) Files An 8-K Entry into a Material Definitive Agreement

Digerati Technologies, Inc. (OTCMKTS:DTGI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On May 8, 2015, Shift8 Technologies, Inc., a Nevada corporation
(Shift8), a wholly owned subsidiary of Digerati Technologies,
Inc., a Nevada corporation (the Company), and T3 Acquisition,
Inc., a Florida corporation (Acquisition Sub), and newly formed
wholly owned subsidiary of Shift8, entered into an Agreement and
Plan of Merger (the Merger Agreement) with T3 Communications,
Inc., a Florida corporation (T3).

The Merger Agreement provides that, upon the terms and subject to
the conditions thereof, the Acquisition Sub will be merged with
and into T3, with T3 continuing as the surviving corporation and
as a wholly owned subsidiary of Shift8. The business combination
of Shift8 and T3 brings together two emerging cloud communication
providers serving a broad range of customers in various
industries including banking, healthcare, financial services,
legal, real estate, staffing and government.

The Merger is subject to (i) approval by the Shareholders of T3,
(ii) the receipt of regulatory approvals, including the Federal
Communications Commission (FCC) and Florida Public Service
Commission (PSC), and (iii) certain other customary closing

Shift8 and T3 have made customary representations, warranties and
covenants in the Merger Agreement, including covenants to use
reasonable best efforts to (i) obtain all necessary approvals and
(ii) consummate and make effective the transactions contemplated
by the Merger Agreement as promptly as practicable. T3 has agreed
to conduct its business in the ordinary course consistent with
past practice, including not taking certain specified actions,
prior to the consummation of the Merger.

Item 8.01. Other Events.

On May 10, 2017, Digerati Technologies, Inc. issued a press
release announcing the execution of the Merger Agreement. The
press release is attached as Exhibit 99.1 and is incorporated by
reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release dated May 9, 2017.

About Digerati Technologies, Inc. (OTCMKTS:DTGI)

Digerati Technologies, Inc. (Digerati) is a diversified holding company that has no independent operations apart from its subsidiaries. The Company’s subsidiary, Shift8 Technologies, Inc. (Shift8), offers a portfolio of Internet-based telephony products and services through its cloud telephony application platform and session-based communication network that is interconnected with numerous United States and foreign service providers. Its telephony services are delivered Only in the Cloud…, or over the Internet, making service available to customers from anywhere Internet access is available. Its Internet-based services include hosted Internet protocol (IP)/private branch exchange (PBX) services, IP Trunking, call center applications, prepaid services, interactive voice response auto attendant, call recording, simultaneous calling, voicemail to e-mail conversion and multiple customized IP/PBX features in a hosted or cloud environment for specialized applications.

Digerati Technologies, Inc. (OTCMKTS:DTGI) Recent Trading Information

Digerati Technologies, Inc. (OTCMKTS:DTGI) closed its last trading session 00.000 at 0.450 with shares trading hands.

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