0000854775-20-000009 Sample Contracts

Digi International Inc. (Executive) Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 8th, 2020 • Digi International Inc • Computer communications equipment • Minnesota

Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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Digi International Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 8th, 2020 • Digi International Inc • Computer communications equipment • Minnesota

Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

Digi International Inc. (Director) Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 8th, 2020 • Digi International Inc • Computer communications equipment • Minnesota

Digi International, Inc. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan (the “Plan”), hereby grants an Award of restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

First Amendment to Credit Agreement
Credit Agreement • May 8th, 2020 • Digi International Inc • Computer communications equipment

This First Amendment to Credit Agreement (this “Amendment”) is made as of April 14, 2020, by and among Digi International Inc., a Delaware corporation ( “Borrower”), the other loan parties signatories hereto (collectively with the Borrower, the “Loan Parties”), each Lender under the Credit Agreement (as defined herein) party hereto and BMO Harris Bank N.A., as Administrative Agent (“Administrative Agent”).

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