Post Road Special Opportunity Fund II Offshore LP - Dec 20, 2021 Form 4 Insider Report for Digerati Technologies, Inc. (DTGI)

Role: 10%+ Owner
Signature: /s/ Michael Bogdan, as Managing Partner of Post Road Special Opportunity Fund II Offshore LP
Stock symbol: DTGI
Transactions as of: Dec 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/20/2021, 04:17 PM
Previous filing: Jul 13, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DTGI	Warrant (Right to Buy)	Purchase		+4.7M	+12.73%		41.6M	Dec 20, 2021	Common Stock	4.7M	$0.01	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.