Management Change/Compensation Form 8 K

On August 6, 2024, (i) Craig K. Clement relinquished his temporary appointment as interim chief executive officer ("CEO") of Digerati Technologies, Inc. (the "Company") and (ii) the board of directors of the Company (the "Board") re-appointed Arthur L. Smith to serve as CEO of the Company, approving Mr. Smith's return to his role as CEO. Mr. Smith took a temporary medical leave of absence from his role as CEO in October 2023, and Mr. Clement was appointed as interim CEO during Mr. Smith's temporary medical leave of absence. Mr. Smith, age 59, will continue to also serve as a member of the Board and Mr. Clement will continue to serve as executive chairman of the Board.

Mr. Smith will continue to serve as the CEO pursuant to his February 2019 employment agreement (previously filed with the Securities and Exchange Commission).

There are no arrangements or understandings between Mr. Smith and any other person pursuant to which Mr. Smith was re-appointed to serve as the CEO of the Company. There are no family relationships between Mr. Smith and any of the Company's directors or executive officers. Mr. Smith has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.