DIGI INTERNATIONAL INC 10-Q

ITEM 5. OTHER INFORMATION None. 32 Table of Contents ITEM 6. EXHIBITS Exhibit No. Description Method of Filing 3 (a) Restated Certificate of Incorporation of the Company, as amended (1) Incorporated by Reference 3 (b) Amended and Restated By-Laws of the Company (2) Incorporated by Reference 10 (a) Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R. Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc. (3) Incorporated by Reference 10 (b) Second Amended and Restated Credit Agreement dated as of November 1, 2021, by and among Digi International Inc., as the Borrower, BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as sole lead arranger and book runner, and the other lenders from time to time party thereto. (4) Incorporated by Reference 10 (c) Third Amended and Restated Credit Agreement dated December 22, 2021, by and among Digi International Inc. as the Borrower, BMO Harris Bank N.A., as the administrative agent and collateral agent, BMO Capital Markets Corp, as the sole lead arranger and book runner, and other lenders from time-to-time party thereto. (5) Incorporated by Reference 10 (d) Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (6) Incorporated by Reference 31 (a) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer Filed Electronically 31 (b) Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer Filed Electronically 32 Section 1350 Certification Filed Electronically 101 The following materials from Digi International Inc.'s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2022, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Stockholders' Equity; and (vi) the Notes to the Condensed Consolidated Financial Statements. Filed Electronically 104 The cover page from Digi International Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2022 is formatted in iXBRL (included in Exhibit 101). ____________ * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Digi agrees to furnish to the Commission a copy of any omitted schedule upon request. ** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q. (1) Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended September 30, 1993. (2) Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 30, 2020. (3) Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 2, 2021. (4) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2021. (5) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021. (6) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 2, 2022. 33 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. DIGI INTERNATIONAL INC. Date: May 6, 2022 By: /s/ James J. Loch James J. Loch Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Authorized Officer) 34