Digerati Technologies, Inc. (A Nevada Corporation) (the “Company”) recognizes that the Chief  Executive Officer (CEO), Chief Financial Officer (CFO), Chief Accounting Officer (CAO), Controller  (Controller) and other senior financial officers have unique roles and responsibilities (collectively, the  “Senior Financial Officers”). As a result, the Board of Directors has, with the advice of the Audit  Committee, adopted this specialized code of ethics (the “Code”) applicable to Senior Financial Officers  and to all other members of the Company’s finance organization.

The Code lists principles for ethical behavior that Senior Financial Officers and all other  members of the Company’s finance organization are expected to meet, and they will be held accountable  for adherence to the Code. Any violation of this Code will be subject to appropriate disciplinary  actions, including termination.

A report of any violation of this Code may be given to the Chief Executive Officer unless the  violation involves conduct of such person or conduct of which he or she is aware and has not taken any  corrective or disciplinary action, in which case such report shall be provided to the Audit Committee of  the Board of Directors (or to any independent member of the Board of Directors if no Audit Committee  has been established).

To assist in the investigation of reported violations, members or other persons reporting  violations are encouraged to identify themselves when making such reports. Violations reported  anonymously will also be investigated, but such investigation will necessarily be impaired by the  inability to interview the person that reports such violation. The Company will not discharge, demote,  suspend, threaten, harass, or in any other manner discriminate against any member of the Company in  the terms and conditions of employment because of any lawful act done by such member to provide

information, cause information to be provided, or otherwise assist in an investigation regarding any  conduct which the member reasonably believes constitutes a violation.

While full compliance with this Code is expected, the Company’s Board of Directors retains the  ability to grant compliance waivers for Senior Financial Officers subject to this Code. Also, The  Company’s Board of Directors, CEO or CFO has the ability to grant compliance waivers to other  persons subject to this Code. Any waiver for Senior Financial Officers will be disclosed in appropriate  filings with the U.S. Securities and Exchange Commission.

This Code supplements any and all other policies of the Company now existing or hereafter  adopted relating to the conduct of business and behavior of its employees and is intended to provide  minimum standards of behavior for the persons to whom it applies. The Audit Committee (or the Board  of Directors if no Audit Committee has been named) shall review this Code at least annually to  determine whether it adequately describes the conduct expected of the Senior Financial Executives.  Any amendment to this Code will be disclosed in appropriate filings with the U.S. Securities and  Exchange Commission.