Assignment Agreement between BHP Capital NY Inc. (the Assignor) and Platinum Point Capital LLC (the Assignee) dated January 20, 2020

Exhibit 4.5

ASSIGNMENT AGREEMENT

This Assignment Agreement (the “Agreement”) is made by and between Platinum Point Capital LLC, a Nevada limited liability company (the “Assignee”) and BHP Capital NY Inc., a New York corporation (the “Assignor”), effective January 20^th, 2020 (the Assignor and the Assignee are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties”).

WHEREAS, the Assignor is the holder of that certain Promissory Note, issued by Digerati Technologies, Inc., a Nevada corporation (the “Company”) issued July 11, 2019, in the principal amount of US$146,625.00 (substantially in the form attached hereto as Exhibit A, the “Promissory Note”);

WHEREAS, the Assignor wishes to assign and sell to the Assignee indebtedness owed under the Promissory Note;

WHEREAS, on the date hereof the Assignee desires to purchase the Assignor’s rights in the indebtedness owing under Promissory Note equal to US$146,625.00 plus accrued and unpaid interest of $2,199.37 and including certain penalty amounts owing thereunder (the “Assigned Amount”), in exchange for a single payment from the Assignee to the Assignor in the amount of US$180,000.00 (the “Payment Amount”) (such purchase, the “Note Sale”) which such amount takes into account certain owed penalties which would otherwise be payable to the Assignor;

WHEREAS, in connection with the Note Sale, the Company hereby agrees to issue an Amended and Restated Replacement Convertible Promissory Note to represent the portion of the Promissory Note being assigned hereto and the difference between the Assigned Amount and the Payment Amount (substantially in the form attached hereto as Exhibit B, the “Replacement Note”) whereby, among other provisions, the Assigned Amount shall be convertible into shares of common stock of the Company in accordance with the terms therein; and

WHEREAS, the above Recitals are incorporated into and made part of this Agreement and Parties intend to be bound by the terms of this Agreement; and

NOW, THEREFORE, in consideration of the premises, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

[Signature page(s) follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

BHP CAPITAL NY INC, 

PLATINUM POINT CAPITAL LLC 

The Company hereby acknowledges and accepts the terms and conditions of the Assignment of the Promissory Note and the issuance of the Replacement Note in an amount equal to the Assigned Amount: 

DIGERATI TECHNOLOGIES, INC. 

EXHIBIT A

PROMISSORY NOTE

EXHIBIT B

REPLACEMENT NOTE

EXHIBIT C

WIRING INSTRUCTIONS

Bank: Citi bank

Bank Address: 3rd Avenue and 42nd Street Branch, New York, NY 10017

Account Name: BHP Capital NY, Inc

Routing (Wires): 021000089

Account Number: 6783760651