Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On August 30, 2022, Digerati Technologies, Inc.,
a Nevada corporation (“Digerati”) entered into a Business Combination Agreement (as it may be amended, supplemented
or otherwise modified from time to time, the “Business Combination Agreement”), by and among Digerati, Minority Equality
Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), and Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of MEOA (“Merger Sub”).
The Business Combination Agreement and the transactions
contemplated thereby were approved by the board of directors of each of MEOA and Digerati.
The Business Combination
The Business Combination Agreement provides, among
other things, that Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the merger and, after giving
effect to such merger, Digerati shall be a wholly-owned subsidiary of MEOA (the “Merger”). In addition, MEOA
will be renamed Digerati Holdings, Inc. The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter
referred to as the “Business Combination”. Other capitalized terms used, but not defined, herein, shall have the respective
meanings given to such terms in the Business Combination Agreement.
In accordance with the terms and subject to the conditions
of the Business Combination Agreement, at the Effective Time, among other things: (i) each share of Digerati common stock outstanding
as of immediately prior to the Effective Time will be exchanged for shares of MEOA common stock, par value $0.0001 per share (each, an
“MEOA Share” and collectively, the “MEOA
Shares”), based upon the exchange ratio set forth in the Business Combination Agreement (the “Exchange
Ratio”); (ii) all vested and unvested stock options of Digerati will be assumed by MEOA and thereafter be settled or exercisable
for MEOA Shares, as applicable, determined based on the Exchange Ratio; (iii) each warrant to purchase shares of Digerati common stock
will be canceled in exchange for a warrant to purchase MEOA Shares determined based on the Exchange Ratio; (iv) any shares of the Series
A Preferred Stock of Digerati outstanding as of the Effective Time will thereafter be convertible into a number of MEOA Shares determined
by multiplying the number of shares of Digerati common stock into which such preferred shares would have been convertible immediately
prior to the Effective Time by the Exchange Ratio; (v) certain convertible notes of Digerati issued following the signing of the Business
Combination Agreement and outstanding as of the Effective Time will thereafter be convertible into a number of MEOA Shares determined
by multiplying the number of shares of Digerati common stock into which such convertible notes would have been convertible immediately
prior to the Effective Time by the Exchange Ratio; and (vi) each share of MEOA Class A common stock, par value $0.0001 per share (the
“MEOA Class A Common Stock”), and each share of MEOA Class B common stock,
par value $0.0001 per share (the “MEOA Class B Common Stock”), that is issued
and outstanding immediately prior to the Effective Time shall become one MEOA Share following the consummation of the Business Combination.
The Business Combination is expected to close
in the fourth calendar quarter of 2022, following the receipt of the required approval by the stockholders of MEOA and Digerati, approval
by the Nasdaq Stock Market (“Nasdaq”) of MEOA’s initial listing application filed in connection with the Business
Combination, and the fulfillment of other customary closing conditions.
Representations and Warranties; Covenants
The parties to the Business Combination Agreement
have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination
Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect
to the conduct of Digerati and its subsidiaries during the period between execution of the Business Combination Agreement and the Closing.
Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause to be taken all actions
and to do all things necessary to consummate and expeditiously implement the Business Combination.
Conditions to Each Party’s Obligations
Under the Business Combination Agreement, the obligations
of the parties to consummate the Merger are subject to the satisfaction or waiver of certain closing conditions of the respective parties,
including, without limitation: (i) the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and the rules and regulations promulgated thereunder relating to the Business Combination having expired or been terminated and any other
required regulatory approvals applicable to the transactions contemplated by the Business Combination Agreement having been obtained and
remaining in full force and effect; (ii) no order or law issued by any court of competent jurisdiction or other governmental entity or
other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination being in
effect; (iii) the registration statement on Form S-4 containing the joint proxy statement/prospectus to be filed by MEOA relating to the
Business Combination Agreement and the Merger (the “Registration Statement”)
becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), no stop order being issued by Securities and Exchange Commission (the “SEC”)
and remaining in effect with respect to the Registration Statement, and no proceeding seeking such a stop order being threatened or initiated
by the SEC and remaining pending; (iv) MEOA’s initial listing application filed with Nasdaq in connection with the Business Combination
having been approved; (v) the MEOA Board consisting of the number of directors, and comprising the individuals, determined pursuant to
the Business Combination Agreement; (vi) the approval and adoption of the Business Combination Agreement and the transactions contemplated
thereby by the requisite vote of MEOA’s stockholders (the “Required MEOA Stockholder
Consent”); (vii) the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby
by the requisite vote of Digerati’s stockholders; (viii) the absence of a Company Material Adverse Effect since the date of the
Business Combination Agreement that is continuing; (ix) MEOA shall have repaid, or shall have irrevocably arranged to have repaid upon
the Closing, any and all loans that have been made to MEOA by Minority Equality Opportunities Acquisition Sponsor, LLC (the “Sponsor”),
or, in lieu thereof, and with the consent of the Sponsor, such loans have been converted into warrants to purchase MEOA Shares; (x) Digerati
shall have provided to MEOA evidence reasonably satisfactory to MEOA of (A) the exchange, effective prior to the closing of the transactions
contemplated by the Business Combination Agreement (the “Closing”), of all
of the issued and outstanding shares of Digerati’s Series C Convertible Preferred Stock for restricted shares of Digerati Common
Stock, (B) the redemption, effective prior to the Closing, by Digerati of all of the issued and outstanding shares of Digerati’s
Series F Preferred Stock, and (C) the exercise, effective prior to the Closing, of the warrants currently held by Post Road Special Opportunity
Fund II LP and Post Road Special Opportunity Fund II Offshore LP for shares of Digerati Common Stock; (xi) the delivery of waivers by
certain executives of Digerati on the date of the Business Combination Agreement whereby such executives waive any entitlement to claim
that the consummation of the transactions contemplated by the Business Combination Agreement, including the Merger, constitutes “Good
Reason” as defined in the existing employment agreements that such individuals have entered into with Digerati or any of its Subsidiaries,
(xii) the receipt by MEOA at or prior to the Closing of a lock-up agreement between certain Digerati stockholders and MEOA (which lock-up
period shall last for not less than 180 days from the date of the Closing (the “Closing
Date”)); and (xiii) the receipt, at or prior to closing, by MEOA of a duly executed copy of an agreement between Post Road
Administrative LLC and certain of its affiliates (“Post Road”, and such agreement,
the “PRG Resolution Agreement”), pursuant to which, among other things, the
breaches, if any, of the covenants contained in that certain credit agreement, as amended to the date hereof, between and among Post Road
and T3 Communications, Inc., a Nevada corporation (a majority owned subsidiary of Digerati) and its subsidiaries are resolved to the reasonable
satisfaction of MEOA.
Termination
The Business Combination Agreement may be terminated
under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the mutual written
consent of MEOA and Digerati; (ii) by MEOA, subject to certain exceptions, if any of the representations or warranties made by Digerati
are not true and correct or if Digerati fails to perform any of its covenants or agreements under the Business Combination Agreement (including
an obligation to consummate the Closing) such that certain conditions to the obligations of MEOA could not be satisfied and the breach
(or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured
or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) February 25, 2023 (the “Termination
Date”); (iii) by Digerati, subject to certain exceptions, if any of the representations or warranties made by the MEOA Parties
are not true and correct or if any MEOA Party fails to perform any of its covenants or agreements under the Business Combination Agreement
(including an obligation to consummate the Closing) such that the condition to the obligations of Digerati could not be satisfied and
the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or
are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date;
(iv) by either MEOA or Digerati, if the Closing does not occur on or prior to the Termination Date, unless the breach of any covenants
or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate
the transactions contemplated by the Business Combination Agreement; (v) by either MEOA or Digerati, if (A) any governmental entity shall
have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated
by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or (B) if the Required
MEOA Stockholder Consent is not obtained; (vi) by MEOA, if (A) Digerati does not deliver, or cause to be delivered to MEOA a Transaction
Support Agreement duly executed by certain Digerati stockholders or (B) the Digerati stockholders meeting has been held, has concluded,
the Digerati stockholders have duly voted, and Digerati stockholder approval was not obtained; (vii) by MEOA, if Digerati does not deliver,
or cause to be delivered, to MEOA a duly executed copy of the PRG Resolution Agreement on or prior to October 15, 2022; (viii) by Digerati,
should MEOA not have timely taken such actions as are reasonably necessary to extend the period of time for it to complete an initial
business combination for an additional period of three months from November 30, 2022; provided, that it shall be the obligation of Digerati
to timely make the deposit into the Trust Account in connection with such extension, and Digerati shall not have a right to terminate
the Business Combination Agreement as a result of Digerati’s failure to make such deposit; (ix) by MEOA should Digerati not deposit
into the Trust Account in a timely manner the funds necessary to extend the period for MEOA to complete an initial business combination
for an additional period of three months from November 30, 2022, in accordance with, and as required pursuant to, the Business Combination
Agreement; and (x) by MEOA should: (A) Nasdaq not approve the initial listing application for the combined company with Nasdaq in connection
with the Business Combination; (B) the combined company not have satisfied all applicable initial listing requirements of Nasdaq; or (C)
the common stock of the combined company not have been approved for listing on Nasdaq prior to the Closing Date.
If the Business Combination Agreement is validly terminated,
none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination
Agreement other than customary confidentiality obligations, except in the case of a Willful Breach of any covenant or agreement under
the Business Combination Agreement or Fraud, provided, that (A) if MEOA terminates the
Business Combination Agreement pursuant to clauses (ii), (iv) (other than due to the failure by the SEC to declare the Registration Statement
effective on or prior to the Termination Date), (vi) or (vii) of the preceding paragraph, Digerati shall pay to MEOA, promptly following
such termination, and in any event within not less than five business days following delivery of notice of termination, a termination
fee in the amount of $2,000,000, (B) if Digerati terminates the Business Combination Agreement pursuant to clauses (iii) or (viii) of
the preceding paragraph, MEOA shall pay to Digerati promptly following such termination, and in any event within not less than five business
days following delivery of notice of termination, a termination fee in the amount of $2,000,000 and (C) in the event of a termination
by MEOA pursuant to clauses (ix) or (x) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and
in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $1,265,000.
A copy of the Business Combination Agreement has
been filed as Exhibit 2.1 hereto (the terms of which are incorporated herein by reference) and the foregoing description of the Business
Combination Agreement is qualified in its entirety by reference thereto.
The Business Combination Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other
specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among
the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part
by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different
from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing
matters as facts. MEOA does not believe that these schedules contain information that is material to an investment decision.
Sponsor Letter Agreement
Concurrently with the execution of the
Business Combination Agreement, the Sponsor and Digerati entered into the Sponsor Letter Agreement (the “Sponsor
Letter Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Business
Combination Agreement and the transactions contemplated thereby (including the Business Combination), (ii) waive any adjustment to
the conversion ratio set forth in the governing documents of MEOA or any other anti-dilution or similar protection with respect to
the shares of MEOA Class B Common Stock, such that the shares of MEOA Class B Common Stock will convert into MEOA Shares at the
Closing on a one-to-one basis, (iii) subject certain of the MEOA Class B Common Stock currently held by the Sponsor to potential
forfeiture, (iv) forfeit certain redeemable warrants owned by the Sponsor and that are exercisable for MEOA Class A Stock (the
“Sponsor Warrants”), and (v) execute a customary lock-up agreement with
respect to any MEOA Class A Stock received by the Sponsor in connection with the consummation of the Merger and those shares of MEOA
Class A Stock issuable upon exercise of the Sponsor Warrants.
The foregoing description of the Sponsor Letter
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Letter Agreement,
a form of which is attached as Exhibit A (the terms of which are incorporated herein by reference) to the Business Combination Agreement.
Digerati Stockholder Transaction Support Agreements
Concurrently with, or with respect to certain
stockholders, within a specified time after, the signing of the Business Combination Agreement, each “Company Stockholder”
listed on Schedule I attached to the Business Combination Agreement (collectively, the “Supporting Digerati Stockholders”)
shall duly execute and deliver to MEOA a transaction support agreement (collectively, the “Digerati Stockholder Transaction Support
Agreements”), pursuant to which, among other things, each such Supporting Digerati Stockholder will agree to support and vote
in favor of the Business Combination Agreement, the Ancillary Documents to which Digerati is or will be a party and the transactions contemplated
thereby (including the Merger).
The foregoing description of the Digerati Stockholder
Transaction Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Digerati
Stockholder Transaction Support Agreements, a form of which is attached as Exhibit B (the terms of which are incorporated herein by reference)
to the Business Combination Agreement.
