WARRANTWarrant Agreement • October 17th, 2008 • Digitiliti Inc • Computer storage devices • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITILITI, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT BWarrant Agreement • April 16th, 2012 • Digitiliti Inc • 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 $0.03 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 Unsecured Convertible Debenture offerin
DIGITILITI, INC. 2010 Long-Term Incentive Plan INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 15th, 2010 • Digitiliti Inc • Computer storage devices
THIS AGREEMENT is made as of the Grant Date set forth above by and between Digitiliti, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who is an employee of the Company or an Affiliate of the Company (the “Optionee”).
SECURITY AGREEMENTSecurity Agreement • November 15th, 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.
ContractSecured Convertible Promissory Note • May 23rd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
THIS SECURITY HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE BLUE SKY LAWS, AND IS SUBJECT TO CERTAIN INVESTMENT REPRESENTATIONS. THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT AND APPLICABLE BLUE SKY LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 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 AGREEMENTSeparation Agreement • November 15th, 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".
WARRANT TO PURCHASE CAPITAL STOCK of DIGITILITI, INC. a Delaware corporation Void after January __, 2016Warrant Agreement • May 23rd, 2011 • Digitiliti Inc • 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 $0.30 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 or in accordance with Section 5. The Purchase Price and the number of shares of capital 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 Convertible
DIGITILITI, INC. CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • May 23rd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of February _____, 2011, by and among Digitiliti, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
DIGITILITI, INC. 2010 Long-Term Incentive Plan INITIAL DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 15th, 2010 • Digitiliti Inc • Computer storage devices
THIS AGREEMENT is made as of the Grant Date set forth above by and between Digitiliti, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who is an non-employee Director of the Company (the “Optionee”).
DIGITILITI, INC. JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTConvertible Promissory Note and Warrant Purchase Agreement • November 15th, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
REPAYMENT OF NOTE OBLIGATIONS AND RELEASE OF SECURITY INTERESTRepayment and Release Agreement • May 23rd, 2011 • Digitiliti Inc • Computer storage devices
THIS REPAYMENT AND RELEASE AGREEMENT (the “Agreement”) is made and entered into effective the latest signature date set forth below by and among Jonathan S. Miner and Pamela J. Miner (collectively, the “Holders”), Digitiliti, Inc., a Delaware corporation (“Digitiliti Delaware”), and Digitiliti, Inc., a Minnesota corporation (“Digitiliti Minnesota”).
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
This Security Agreement (“Agreement”) is made as of February _____, 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.
December 18, 2008 Paul Breckner Data Sales, Inc.Master Equipment Lease • December 22nd, 2008 • Digitiliti Inc • Computer storage devices
Development Services AgreementDevelopment Services Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
THIS AGREEMENT by and between Digitiliti, Inc. referred to herein as "Client", having an office at: Floor 4, 266 East 7th Street St. Paul, MN 55101, and Vision To Practice, Inc. referred to herein as "VTP", having an office at 918 Bavaria Hills Terrace, Chaska, MN 55318 (Agreement), is made effective as of the 6th day of February, 2008.
Consulting Services AgreementConsulting Services Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
THIS AGREEMENT by and between Digitiliti, Inc., referred to herein as "Buyer," having an office at Floor 4, 266 East 7th Street St. Paul, MN 55101, and StorageSwitch, LLC, herein referred to as "Seller," a Colorado limited liability company with offices at 2071 Rowell Dr., Lyons CO 80540 (Consulting Services Agreement), is made effective as of the 1st day of February, 2008, herein referred to as "Effective Date." The Buyer and Seller are jointly referred to as the “Parties” and individually referred to as a “Party.”
EXHIBIT B SUBSCRIPTION AGREEMENT IMPORTANT: This document contains significant investment representations. Please read it carefully before signing.Subscription Agreement • August 16th, 2010 • Digitiliti Inc • Computer storage devices • Minnesota
Purchasing in a Retirement Account. An investment in a private placement of securities is HIGHLY SPECULATIVE in nature. Accordingly, such an investment may not be appropriate for Individual Retirement Accounts or other retirement-type accounts that carry conservative investment objectives. If this investment is in fact purchased in a retirement-type account, the purchaser hereby represents and affirms that he/she understands the risks of the investment and has decided that such risks are consistent with purchaser’s investment objectives for this account.
SUBLEASE AGREEMENTSublease Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
THIS SUBLEASE AGREEMENT is entered into effective as of March 14, 2008, by and between DIGITILITI, INC., formerly known as STORAGE ELEMENTS, Inc., a Minnesota Corporation (“Sublessor”) and EBC Minneapolis, Inc., (“Sublessee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 13th, 2008 • Digitiliti Inc
AGREEMENT AND PLAN OF MERGER dated as of March 31, 2006 (the “Merger Agreement”), between Themescapes, Inc. a Delaware corporation (“Themescapes”), Cyclone Holdings, Inc., a Delaware corporation (“Cyclone”), and Bulldog Merger, Inc., a Delaware corporation (“Bulldog”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
This Employment Agreement (this "Agreement") effective as of December 1, 2011 (the "Effective Date") between Digitiliti, Inc., a Delaware limited liability company with its principal corporate offices at 266 East 7'" Street, St. Paul, Minnesota, 55101 (the "Company"), and David Macey, residing at 45 Stonemark Drive, Henderson, NV 89052 ("Executive").
Letter AgreementLetter Agreement • July 11th, 2008 • Digitiliti Inc • Computer storage devices • Minnesota
SECURITY AGREEMENTSecurity Agreement • December 5th, 2008 • Digitiliti Inc • Computer storage devices • Minnesota
This Security Agreement (the “Agreement”) is entered into by and among Digitiliti, Inc., a Delaware corporation (“Debtor”), and Digitiliti, Inc., a Minnesota corporation (“Digitiliti Minnesota”), in favor of Jonathan S. Miner and Pamela J. Miner (collectively, “Secured Parties”).
LEASE AGREEMENT (Gross Lease)Lease Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
This lease agreement (Lease) is entered into April 23, 2007, between Upper Corner Venture, LLC, a Minnesota limited liability company (Landlord) and Storage Elements Digitiliti Inc. (Tenant).
EXHIBIT B SUBSCRIPTION AGREEMENT IMPORTANT: This document contains significant investment representations. Please read it carefully before signing.Subscription Agreement • August 16th, 2010 • Digitiliti Inc • Computer storage devices • Minnesota
Purchasing in a Retirement Account. An investment in a private placement of securities is HIGHLY SPECULATIVE in nature. Accordingly, such an investment may not be appropriate for Individual Retirement Accounts or other retirement-type accounts that carry conservative investment objectives. If this investment is in fact purchased in a retirement-type account, the purchaser hereby represents and affirms that he/she understands the risks of the investment and has decided that such risks are consistent with purchaser’s investment objectives for this account.
Non-Compete AgreementNon-Compete Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
THIS AGREEMENT (“Non-Compete Agreement”) by and between Digitiliti, Inc., referred to herein as "Buyer", having an office at: Floor 4, 266 East 7th Street St. Paul, MN 55101, and StorageSwitch, LLC, a Colorado limited liability company with offices at 2071 Rowell Dr., Lyons CO 80540, Andy Thomson and Clark Hodge, herein collectively referred to as "Seller", is made effective as of the 13th day of March, 2008, referred to herein as "Effective Date". The Buyer and Seller are jointly referred to as the “Parties”.
SUBLEASE AGREEMENTSublease Agreement • April 15th, 2010 • Digitiliti Inc • Computer storage devices • Minnesota
THIS SUBLEASE AGREEMENT is entered into effective as of the latest signature date set forth below by and between DIGITILITI, INC., formerly known as STORAGE ELEMENTS, INC., a Minnesota corporation (“Sublessor”), and SP Television LLC, a Delaware limited liability company authorized to conduct business in the State of Minnesota (“Sublessee”).
Technology Purchase AgreementTechnology Purchase Agreement • May 13th, 2008 • Digitiliti Inc • Colorado
THIS AGREEMENT (the “Technology Purchase Agreement”) by and between Digitiliti, Inc., herein referred to as "Buyer", having an office at Floor 4, 266 East 7th Street, St. Paul, MN 55101, and StorageSwitch, LLC, herein referred to as "Seller", a Colorado limited liability company with offices at 2071 Rowell Dr., Lyons, CO 80540, is made effective as of the 13th day of March, 2008, referred to herein as "Effective Date". The Buyer and Seller are jointly referred to as the “Parties” and individually referred to as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2010 • Digitiliti Inc • Computer storage devices • Minnesota
THIS AGREEMENT, made and entered into as of the 30th day of September, 2010, by and between DIGITILITI, INC., a Delaware corporation (“Company”), and Ehssan Taghizadeh (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
This Consulting Agreement (“Agreement”), effective as of the latest signature date set forth below (“Effective Date”), is entered into by and between Storage Elements, Inc. (the “Company”), and M2 Capital Advisors Inc. (the “Consultant”).
SETTLEMENT AGREEMENT & RELEASESettlement Agreement • March 23rd, 2010 • Digitiliti Inc • Computer storage devices • Minnesota
This Settlement Agreement (“Agreement”) is entered into by and between nuArch Advisors LLC (“nuArch”), Christopher Mestl (“Mestl”), Daniel MacDonald (“MacDonald”) and Digitiliti, Inc. (“Digitiliti”) (collectively referred to herein as “the parties”), and is effective as of March 8, 2010 (“Effective Date”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 13th, 2008 • Digitiliti Inc • Minnesota
THIS AGREEMENT is dated as of August 16, 2007, by and among Digitiliti, Inc., a Delaware corporation (“Parent”); Cyclone Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); and Storage Elements, Inc., a Minnesota corporation (“Company”). The foregoing are sometimes collectively referred to as the “Parties.”
GUARANTYGuaranty • October 17th, 2008 • Digitiliti Inc • Computer storage devices • Minnesota
This Guaranty is executed effective the signature date set forth below by Jonathan S. Miner (“Guarantor”) and is given to and for the benefit of Elmer R. Salovich, Trustee of the Elmer Salovich Revocable Living Trust U/A dated December 16, 1996 (“Lender”).
SUBLEASE AGREEMENTSublease Agreement • April 14th, 2011 • Digitiliti Inc • Computer storage devices • Minnesota
THIS SUBLEASE AGREEMENT is entered into effective as of the latest signature date set forth below by and between DIGITILITI, INC., formerly known as STORAGE ELEMENTS, INC., a Minnesota corporation (“Sublessor”), and SP Television LLC, a Delaware limited liability company authorized to conduct business in the State of Minnesota (“Sublessee”).
DIGITILITI, INC. 2010 Long-Term Incentive Plan NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 15th, 2010 • Digitiliti Inc • Computer storage devices
THIS AGREEMENT is made as of the Grant Date set forth above by and between Digitiliti, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who is an employee, consultant, independent contractor or other service provider of the Company or an Affiliate of the Company (the “Optionee”).
LEASE AGREEMENTLease Agreement • May 13th, 2008 • Digitiliti Inc
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of June 15, 2005, by and between FRM Associates, LLC, a Nevada limited liability company (“Landlord”), and Storage Elements, Inc., a Minnesota Corporation (“Tenant”).
