Exhibit 4.1
 EXHIBIT B
 SUBSCRIPTION AGREEMENT
 IMPORTANT:
This document contains significant investment representations.
Please read it carefully before signing.
 Return to:
    
    Digitiliti, Inc.
266 E. 7th Street, 4th Floor
St. Paul, MN 55101
Attention: Roy Bauer
 please print or type name of individual/entity
subscriber
 WHEREAS Appendix A
 WHEREAS Appendix A
 Conversion of Note . Appendix A
 Exercise of Warrant.
 Number of Warrant shares being exercised
    
    _____ shares of common stockAggregate Revised Exercise Price
    
$




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Digitiliti, Inc.
 Instructions for Subscription Process no later
than on or before Wednesday, June 23, 2010
  http://www.sec.gov
  Accredited Investor  Individuals .
 o
    
    i. I have a net worth, or a joint net worth together with my spouse, in excess of
$1,000,000. [In calculating net worth, you may include equity in personal property and
real estate, including your principal residence, cash, short-term investments, stock and
securities. Equity in personal property and real estate should be based on the fair
market value of such property minus debt secured by such property.]o
    
    ii. I had an individual income in excess of $200,000 in each of the prior
two years and reasonably expect an income in excess of $200,000 in
the current year.o
    
    iii. I had joint income with my spouse in excess of $300,000 in each of
the prior two years and reasonably expect joint income in excess of
$300,000 in the current year.o
    
    iv. I am an executive officer of Digitiliti, Inc.
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Accredited Investor  Entities .
 o
    
    i. The undersigned is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 and one or more of the following
is true (check one or more, as applicable):
 o
 o
 o
 o
    
    ii. The undersigned has total assets in excess of $5,000,000, was not formed for the
specific purpose of acquiring securities of the Company and is one or more of the
following (check one or more, as applicable):
 o (1)
    
    an organization described in Section 501(c)(3) of the Internal Revenue
Code; oro (2)
    
    a corporation; oro (3)
    
    a Massachusetts or similar business trust; oro (4)
    
    a partnership.
 o
    
    iii. The undersigned is a trust with total assets exceeding $5,000,000 which was not
formed for the specific purpose of acquiring securities of the Company and whose purchase
is directed by a person who has such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of the investment in
the securities of the Company.o
    
    iv. The undersigned (or, in the case of a trust, the undersigned trustee) is a bank or
savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively,
of the 1933 Act acting either in its individual or fiduciary capacity.o
    
    v. The undersigned is an insurance company as defined in Section 2(a)(13) of the 1933
Act.o
    
    vi. The undersigned is an investment company registered under the
Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of the 1933 Act.o
    
    vii. The undersigned is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958.o
    
    viii. The undersigned is a private business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940.o
    
    ix. The undersigned is a broker or dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934, as amended.o
    
    x. All of the equity owners of the undersigned meet one of the tests set forth in Part
a.i. through a.iv or b.i. through b.ii above. Please indicate the name of each equity
owner and which test applies to each:
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Miscellaneous
     4




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SIGNATURES  Individual Subscriber(s):
 Dated: ,
 _____.
    
    Dated: ,
 _____.X
    
    XSignature
    
    Signature of Second Individual (if applicable)Name (Typed or Printed)
    
    Name (Typed or Printed)Social Security Number
    
    Social Security Number(_____)
    
    (_____)Telephone Number
    
    Telephone NumberResidence Street Address
    
    Residence Street AddressCity, State & Zip Code
    
    City, State & Zip Code(Must be same state as in item 1)
    
    (Must be same state as in item 1)Mailing Address
    
    Mailing Address(Only if different from residence address)
    
    (Only if different from residence address)City, State & Zip Code
    
    City, State & Zip CodeState of Residence of Individual
    
    State of Residence of Individual
 *FOR RETIREMENT ACCOUNTS
 
 Purchasing in a Retirement Account
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Entity Subscriber:
 Dated: ,
 _____(_____)Name of Entity (Typed or Printed)
    
    Telephone NumberXSignature of Authorized Person
    
    Entitys Tax Identification NumberName & Title (Typed or Printed) of Signatory
    
    Contact Person (if different from Signatory)Principal Executive Office Address
    
    Mailing Address (Only if different from principal executive
office)City, State & Zip Code
    
    City, State & Zip Code(Must be same state as in item 1)
 *CERTIFICATE OF SIGNATORY
 
 
 (Signature)
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ACCEPTANCE
  DIGITILITI, INC.Dated:
    
    ByIts
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APPENDIX A
   Notes
 
    
    12% Convertible Note dated
 _____, 20____ 
in the principal amount of $_____, as amended. Under the terms of the Incentive Offer, the Note is convertible into shares of
[common/preferred stock  select which one is applicable]
 Warrants
    8