REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2021, is made and entered into by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), Maxim Partners LLC (“Maxim”) and Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” together with Maxim and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
11,000,000 Units Minority Equality Opportunities Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
The undersigned, Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 25, 2021, is by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC. Bldg. 2, Suite 900 Toronto, Ontario M3C 1W3Minority Equality Opportunities Acquisition Inc. • May 11th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 21, 2021 by and between Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 19th, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____], 2021, by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and [____] (“Indemnitee”).
August 25, 2021 Minority Equality Opportunities Acquisition Inc. Waxahachie, TX 75165Letter Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,000,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statem
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 25, 2021, by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Maxim Partners LLC, a Delaware limited liability company (the “Purchaser”).
Amendment No. 1 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 17th, 2023 • Minority Equality Opportunities Acquisition Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is entered into as of February 14, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC., MEOA MERGER SUB, INC., AND DIGERATI TECHNOLOGIES, INC. DATED AS OF AUGUST 30, 2022Business Combination Agreement • September 6th, 2022 • Minority Equality Opportunities Acquisition Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 30, 2022, is made by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”). MEOA, Merger Sub and the Company may be referred to herein collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Amendment No. 4 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 5th, 2023 • Minority Equality Opportunities Acquisition Inc. • Services-computer processing & data preparation
This Amendment No. 4 to Business Combination Agreement (this “Amendment”) is entered into as of May 30, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”). Capitalized terms used herein but not otherwise defined have the respectively meanings attributed to them in the Business Combination Agreement (defined below).
Amendment No. 2 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 1st, 2023 • Minority Equality Opportunities Acquisition Inc. • Services-computer processing & data preparation
This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is entered into as of February 24, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2023 • Minority Equality Opportunities Acquisition Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 30, 2023, by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
Amendment No. 3 to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 5th, 2023 • Minority Equality Opportunities Acquisition Inc. • Services-computer processing & data preparation
This Amendment No. 3 to Business Combination Agreement (this “Amendment”) is entered into as of May 1, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (the “Company”).
MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.Letter Agreement • August 31st, 2021 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
This letter agreement by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), on the one hand, and Sphere 3D Corp., an Ontario, Canada corporation and an affiliate of the sponsor of the Company (“Sphere”), on the other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission (No. 333-258241) (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO ADMINISTRATIVE SUPPORT AGREEMENTAdministrative Support Agreement • May 20th, 2022 • Minority Equality Opportunities Acquisition Inc. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of May 16, 2022, amends that certain Administrative Support Agreement dated August 25, 2022 by and between Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), on the one hand, and Sphere 3D Corp., an Ontario, Canada corporation (“Sphere”), on the other hand (as it may be amended, restated, supplemented or modified from time to time, the “Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Support Agreement.
