Exhibit 10.5





REPAYMENT OF NOTE OBLIGATIONS

AND RELEASE OF SECURITY INTEREST




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”).



WHEREAS, in 2005 Digitiliti Minnesota issued to Holder Jonathan S. Miner a Promissory Note in
the original principal amount of $250,000 (the “Digitiliti North Star Note”), the purpose of which
was to reimburse and pay to said Jonathan S. Miner certain sums he had borrowed from North Star
Bank and subsequently advanced to Digitiliti Minnesota; and



WHEREAS, on or about 2005 Holder Pamela J. Miner lent to Digitiliti Minnesota the sum of
$50,000, which loan has not been memorialized or reduced to a note or similar instrument (the
“Pamela J. Miner Loan”); and



WHEREAS, Digitiliti Delaware issued to Holders a 12% Convertible Secured Note dated November
20, 2008 in the original principal amount of $250,000 (the “Convertible Note”); and



WHEREAS, pursuant to a Security Agreement effective December 3, 2008 (the “Security
Agreement”) between Digitiliti Delaware and Digitiliti Minnesota (collectively, “Digitiliti”), as
debtors, and Holders, as secured parties, Holders were granted a security interest in various
collateral as defined in the Security Agreement (the “Collateral”) relating to Digitiliti’s
business as security for repayment of the Digitiliti North Star Note and the Convertible Note; and



WHEREAS, a UCC Financing Statement (the “UCC Financing Statement”) was filed with the State of
Minnesota on December 18, 2008 as file number 200814262422 in connection with Holders’ security
interest in the Collateral; and



WHEREAS, the Digitiliti North Star Note, the Pamela J. Miner Note and the Convertible Note
(collectively, the “Miner Notes”) have all matured and are due and payable in full at this time;
and



WHEREAS, as of February 28, 2011, the total aggregate principal due on the Miner Notes is
$531,540.00, and the total aggregate accrued and unpaid interest through said date is
$_________; and



WHEREAS, the parties desire to take the actions described below in order to repay the Miner
Notes in full and to terminate and release the Holders’ security interests in the Collateral
resulting from the Security Agreement and the UCC Financing Statement.


 


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NOW, THEREFORE, for good and valuable consideration, including the recitals set forth above,
the receipt and sufficiency of which are herewith acknowledged, the parties agree as follows:




	1.	 	Repayment of the Miner Notes. The Holders and Digitiliti agree that the Miner Notes
shall be repaid in full as to all amounts owed by Digitiliti under the Miner Notes, and the
Miner Notes shall thereafter be cancelled, upon completion of the following:







	 	a.	 	Digitiliti shall immediately pay to Holders the sum of $184,413.65 by wire
transfer.







	 	b.	 	Digitiliti shall immediately pay to North Star Bank the sum of $247,126.35 in
full satisfaction and settlement of the existing note between Holders and North Star
Bank in the original principal sum of $250,000. Digitiliti shall provide Holders with
written evidence that such note has been satisfied and paid in full and shall hold the
Holders harmless from any claims based upon the same.







	 	c.	 	The sum of $100,000, representing a portion of the principal balance due under
the Miner Notes, shall be rolled into a secured promissory note from Digitiliti
Delaware, as lender, to Holders, as holders and secured parties, as part of an existing
secured convertible debt offering of Digitiliti Delaware. The secured promissory note
shall be in the original principal amount of $110,000. The Holders’ participation in
such offering shall be consistent with and no less favorable than the notes, security
interests, warrants and other agreements given to the other participants in said
offering.







	 	d.	 	Digitiliti Delaware shall issue and deliver to Holders, in whatever
denominations and names as Holders may indicate in writing, certain shares of common
stock of Digitiliti Delaware, which shall be fully paid and non-assessable upon
issuance. Said shares shall represent payment for accrued interest under the Miner
Notes at the rate of $0.15 per share. The shares issued with respect to such accrued
interest shall not include a “restricted legend” to the extent the underlying note or
notes contain applicable conversion terms. To the extent any underlying note does not
contain conversion terms, the shares issued in connection with such note may have to be
held by Holders for six months (as a non-affiliate) before said Holders can register
the shares as free trading shares.







	 	e.	 	Digitiliti Delaware shall issue to Holders a warrant (the “Signing Warrant”) to
purchase up to 200,000 shares of Digitiliti Delaware’s common stock. The Signing
Warrant shall have a five year term, $0.20 per share exercise price and include a
cashless exercise provision and a put right in the event of an acquisition of
Digitiliti Delaware valued at the Black Scholes Value of the unexercised portion of the
Warrant obtained from the “OV” function on Bloomberg determined as of the day prior to
the announcement of the transaction. The Signing Warrant shall include antidilution
provisions for stock splits, stock dividends and recapitalizations. The Signing
Warrant is given in connection with certain claims made by Holders that they should
have been paid options or warrants to purchase shares of common stock of Digitiliti
Delaware in connection with previous guaranties and loans, in addition to the Miner
Notes, made by Holders on behalf of Digitiliti Delaware.




 


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	 	f.	 	Holders are the holders of (i) an existing warrant to purchase 100,000 shares
of common stock of Digitiliti Delaware at $0.50 per share exercisable over a five year
term commencing October 16, 2008 and (ii) an existing warrant to purchase 250,000
shares of common stock of Digitiliti Delaware at $0.35 per share exercisable over a
five year term commencing November 20, 2008 (collective, the “Existing Warrants”). The
Existing Warrants shall be modified to reduce the exercise or strike price to $0.15 per
share and to extend the term thereof to provide for exercise up to five years
commencing as of the date hereof.







	2.	 	Termination and Release of Security Interest. Upon completion of the conditions set
forth in section 1 above, the Holders agree to terminate and release any security interests,
rights, titles and interests they may have under the Security Agreement and the UCC-1
Financing Statement by signing the attached “Termination and Release of Security Interest,”
which is attached as Exhibit A hereto.







	3.	 	Execution. This Agreement may be executed in one or more separate counterparts, each
of which when signed shall for all purposes be deemed to be an original and all of which when
taken together shall constitute a valid and binding agreement. For purposes of this
Agreement, facsimile or electronically transmitted signatures shall be deemed acceptable to
and binding upon the parties and shall constitute delivery.






IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as the latest
signature date set forth below.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	HOLDERS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 

	, 2011
	 	 	 	 

 
	 	 
	 

	 	 

	 	 
	 	 	 	 

Jonathan S. Miner
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 

	, 2011
	 	 	 	 


	 	 
	 

	 	 

	 	 
	 	 	 	 

Pamela J. Miner
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	DIGITILITI, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 

	, 2011
	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	By: Ehssan Taghizadeh	 	 
	 

	 	 	 	 	 	 	 	Its: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	DIGITILITI, INC., a Minnesota corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 

	, 2011
	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	By: Ehssan Taghizadeh	 	 
	 

	 	 	 	 	 	 	 	Its: Chief Executive Officer	 	 







 


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