Governance Committee

Charter of the CORPORATE GOVERNANCE and NOMINATING COMMITTEE of the Board of Directors of Digitiliti Inc.

I. PURPOSE

The primary focus of the Corporate Governance and Nominating Committee (the “Committee”) is on the broad range of issues surrounding the composition and operation of the Board of Directors (the “Board”). The Committee provides assistance to the Board, the Chairman and the CEO in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Committee’s purpose is to assure that the composition, practices and operation of the Board contribute to value creation and effective representation of Digitiliti shareholders.

II. COMPOSITION

The Committee should be composed of at least three independent directors

III. MEETINGS

The Committee will meet at least twice a year and more frequently as circumstances require.

IV. RESPONSIBILITIES

The responsibilities of the Committee in the areas of Corporate Governance shall be to:

A. Nominating

1. Develop a Board which provides management with experienced and seasoned business and/or financial advisors in fields expected to benefit current or future business directions of the Company;
2. Evaluate the number of directors on the Board (the number of Board Directors may be increased without shareholder approval, but may not be decreased without shareholder approval).
3. Evaluate the proportion of the Board to be comprised of non-management directors.
4. Evaluate all nominees for board membership, whether for the slate of director nominees to be proposed by the Board to the shareholders or any director nominees to be elected by the Board to fill interim director vacancies;
5. Review and recommend director candidates submitted by stockholders, management, the Board and others;
6. Review and recommend to the Board concerning the Board’s organizational structure and operations, including a Chair of the Board.
7. Review and recommend to the Board with respect to director orientation, training and regulatory requirements.
8. Undertake such other responsibilities as may be delegated by the Board to the Committee from time to time.

B. Corporate Governance

1. Regularly review issues and developments related to corporate governance and formulate and recommend governance standards to the Board;
2. Make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each board committee. Appoint directors to Board committees.
3. Suggest rotations for chairpersons of committees of the Board as it deems desirable from time to time.
4. Evaluate and recommend any revisions to board and committee meeting policies and logistics; and
5. Lead an annual review of Board performance and effectiveness.

Adopted by the Digitiliti, Inc. Board of Directors on May 21, 2010