DIGITILITI, INC.
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
 Agreement Company Exhibit A Investor Investors
 Outstanding Note Repayment Amount
   1. Definitions
 Bylaws
 Certificate of Incorporation
 Commission
 Common Stock
 Governmental Authority
 Majority Noteholders
 Note Securities
 Person
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Requirement of Law
 Security Agreement Exhibit
D
 Securities
 Securities Act
 Transaction Documents
 Warrant Securities
 2. Purchase and Sale of Notes and Warrants
 Authorization and Sale of Notes and Warrants
 Notes Exhibit B Notes Note provided however Vault Loan Schedule 3.8
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Warrants Exhibit C Warrants Warrant Warrants Warrant
 Purchase Price Exhibit A Exhibit A.
 Closing Closing th
 3. Representations and Warranties of the Company .
 Corporate Existence and Power
 Authorization; No Contravention Orders
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Government Authorization; Third-Party Consents
 Binding Effect
 Litigation . Schedule 3.5 Schedule 3.5
 No Defaults Schedule 3.6
 Taxes
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No Liens or Encumbrances Schedule 3.8 Permitted Indebtedness
 SEC Reports Schedule 3.9 SEC Reports
 Compliance with Laws
 Private Offering .
 Brokers, Finders or Similar Fees . Schedule 3.12
 4. Representations and Warranties of the Investors
 Existence and Power
 Accredited Investor Status Exhibit A
 Brokers, Finders or Similar Fees
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Purchase Entirely for Own Account
 Disclosure of Information
 Speculative Securities
 Restricted Securities
 No Public Market
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Legends
 (a)
    
    THIS SECURITY HAS NOT BEEN REGISTERED UNDER 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 STATEMENT UNDER THE ACT AND
APPLICABLE BLUE SKY LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 (b)
    
    Any legend required by the blue sky laws of any state to the
extent such laws are applicable to the shares represented by the certificate
bearing such legend.
 5. Conditions of Closing
 Conditions of Investors Obligations at Closing
 Repayment of Outstanding Note
 Termination of Security Interest
 Secretarys Certificate
 Documents
 Consents and Approvals
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Conditions of the Companys Obligations at Closing
 Payment of Purchase Price
 Receipt of Release and Written Consent
 Qualifications
 6. Indemnification Indemnified Parties Loss Losses
 7. Negative Covenant
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8. Affirmative Covenants .
 9. Miscellaneous
 Survival
 Expenses
 Successors and Assigns
 Governing Law
 Titles and Subtitles
 Notices provided
 Exhibit
A
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Amendments and Waivers
 Severability
 Entire Agreement
 Counterparts
 Acknowledgement Among Investors
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IN WITNESS WHEREOF,
 THE COMPANY:DIGITILITI, INC.
a Delaware corporationBy:Name:Its:
 
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DIGITILITI, INC.
 INVESTOR SIGNATURE PAGE TO
CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
 Investor Company Purchase Agreement
 INDIVIDUAL INVESTOR:Signature:Name:Address:ENTITY INVESTOR:Signature:Name:Title:Address:
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EXHIBIT A
 SCHEDULE OF INVESTORS
 PrincipalAmount of
    
    
    DiscountNote[110%
    
    
    Purchase
    
    
    
    
    
    
    Warrant
    
    
    Totalof Purchase
    
    
    Price for
    
    
    
    
    
    
    Purchase
    
    
    PurchaseName
    
    Price]
    
    
    Note
    
    
    Warrants
    
    
    Price
    
    
    Price
    
    
    State of Residence
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EXHIBIT B
 FORM OF SECURED CONVERTIBLE PROMISSORY NOTE
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EXHIBIT C
 FORM OF WARRANT
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EXHIBIT D
 FORM OF SECURITY AGREEMENT
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