0001445305-11-002763 Sample Contracts

SECURITY AGREEMENT
Security Agreement • September 22nd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota

This Security Agreement (“Agreement”) is made as of August __, 2011 by and among Digitiliti, Inc., a Delaware corporation (the “Debtor”), and the parties listed on Schedule A (each a “Secured Party”, and collectively the “Secured Parties”), and the Collateral Agent (as defined herein) on behalf of the Secured Parties.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota

This Employment Agreement ("Agreement") is made effective as of the 29 day of June, 2011 (the "Effective Date"), by and between DIGITILITI, INC., a Delaware corporation (the "Company"), and Jack Scheetz ("Executive").

SEPARATION AGREEMENT
Separation Agreement • September 22nd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota

This Agreement and General Release (the "Agreement") is made and entered into this 29 day of June, 2011, by and between Digitiliti. Inc., a Delaware corporation, with its principal office at 266 East Seventh Street, St. Paul, MN 55101 ("Company") and Ehssan Taghizadeh ("Employee") collectively referred to as the "Parties".

DIGITILITI, INC. JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • September 22nd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
WARRANT TO PURCHASE COMMON STOCK of DIGITILITI, INC. a Delaware corporation Void after June __, 2016
Digitiliti Inc • September 22nd, 2011 • Computer storage devices • Minnesota

This certifies that, for value received, [_____________], or his, her or its successors or assigns (“Holder”), is entitled during the Exercise Period (as defined below), subject to the terms set forth below, to purchase from Digitiliti, Inc., a Delaware corporation (the “Company”), up to [_______] shares of Common Stock, par value $.001 per share, of the Company (“Common Stock”) at the price of $0.06 per share, subject to adjustment as set forth below (the “Purchase Price”), upon surrender of this Warrant at the principal office of the Company referred to below, with the subscription form attached hereto (the “Subscription Form”) duly executed, and simultaneous payment therefor in the manner specified in Section 1. The Purchase Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment as provided in Section 3. This Warrant is one of the warrants (collectively, the “Warrants”) referred to and issued pursuant to that certain Junior Secured Convertible

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