Exhibit 4.1


 


THIS WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
HEREOF. NO SALE OR DISTRIBUTION OF THIS WARRANT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


 






 


DIGITAL TURBINE, INC.


 


Common
Stock Purchase Warrant


 


Date of Issuance: March 6, 2015


 


for
value received, DIGITAL TURBINE, INC. (f/k/a Mandalay Digital Group, Inc.), a Delaware corporation (“Digital”),
hereby certifies that North Atlantic SBIC IV, L.P., a Delaware limited partnership
(the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from Digital,
at any time on or after the Vesting Date (as defined in Section 1 below) and on or before the Expiration Date (as defined
in Section 6 below) shares of Digital’s Common Stock, par value $0.001 per share (“Digital Common Stock”),
at an exercise price per share (the “Exercise Price”) equal to $0.001 (subject to adjustment as
provided herein). The shares of stock issuable upon exercise of this Common Stock Purchase Warrant (“Warrant”)
are referred to hereinafter as the “Warrant Shares”.


 


This Warrant is issued pursuant
to, and is subject to the terms and conditions of, that certain Securities Purchase Agreement dated of even date herewith (as the
same may be amended, modified, supplemented, extended or restated, from time to time, the “Purchase Agreement”)
by and among Digital, the Registered Holder, and Appia, Inc. (“Appia”). All capitalized terms used though
not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement.


 


1.           Vesting;
Number of Shares. This Warrant shall become fully vested on the date with is twelve (12)
months from the date hereof (the “Vesting Date”) if, and only if,
all interest, principal and other amounts owed to the Registered Holder pursuant to that certain Debenture issued by Appia on or
about the date hereof (the “Obligations”) pursuant to the Purchase
Agreement have not been paid in full on or before such Vesting Date. In the event the Obligations have been paid in full on or
before the Vesting Date, then effective upon payment of the Obligations, this Warrant shall expire and be of no further force or
effect. If this Warrant shall not have vested on the Vesting Date, then this Warrant shall automatically expire and be of no further
force or effect. If and when this Warrant is vested, subject to the other terms and conditions hereinafter set forth, the Registered
Holder shall then be entitled, upon surrender of this Warrant, to purchase from Digital up to Four Hundred Thousand (400,000)
shares of Digital Common Stock (subject to adjustment as provided herein). 


 




    	- 1 -



    	 



    

 


2.            Exercise.


 


(a)          Manner
of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant,
with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered
Holder’s duly authorized attorney, at the principal office of Digital, or at such other office or agency as Digital may designate,
accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of Warrant Shares purchased upon
such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or
by the surrender of promissory notes or other instruments representing indebtedness of Digital to the Registered Holder.


 


(b)          Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to Digital as provided in Section 2(a) hereinabove. At such
time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as
provided in Section 2(d) hereinbelow shall be deemed to have become the holder or holders of record of the Warrant Shares
to be represented by such certificates.


 


(c)          Net
Issue Exercise.


 


(i)          In
lieu of exercising this Warrant in the manner provided in Section 2(a) hereinabove, the Registered Holder may elect to receive
a number of Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant
at the principal office of Digital together with notice of such election on the purchase/exercise form appended hereto as Exhibit A
duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event Digital shall
issue to such Registered Holder a number of Warrant Shares computed using the following formula:


 


	X =	Y (A - B)
	 	  A


 





	Where	X =	The number of Warrant Shares to be issued to the Registered Holder.
	 	 	 
	 	Y =	The number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
	 	 	 
	 	A =	The fair market value of one Warrant Share (at the date of such calculation).
	 	 	 
	 	B =	The Exercise Price (as adjusted to the date of such calculation).







 


(ii)         For
purposes of this Section 2(c), the fair market value of one Warrant Share on the date of calculation shall mean:


 




    	- 2 -



    	 



    

 


(A)         as
of any particular date: (1) the volume weighted average of the closing sales prices of Digital Common Stock for such day on all
domestic securities exchanges on which Digital Common Stock may at the time be listed; (2) if there have been no sales of Digital
Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for Digital Common Stock
on all such exchanges at the end of such day; (3) if on any such day Digital Common Stock is not listed on a domestic securities
exchange, the closing sales price of Digital Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets, or similar
quotation system or association for such day; or (4) if there have been no sales of Digital Common Stock on the OTC Bulletin Board,
the Pink OTC Markets, or similar quotation system or association on such day, the average of the highest bid and lowest asked prices
for Digital Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the
end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior
to the day as of which fair market value is being determined; provided, that if Digital Common Stock is listed on any domestic
securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open
for trading.


 


(B)         if
item (A) hereinabove is not applicable, then the fair market value of a Warrant Share shall be the highest price per share which
Digital could obtain on the date of calculation from a hypothetical willing, able, sophisticated and experienced buyer (but not
a current employee or director), acting at arms length in an open and unrestricted market, when neither is under compulsion to
buy or sell and when both have reasonable knowledge of all relevant facts, with such price to be determined in good faith by the
Digital Board and the Registered Holder, unless Digital is at such time subject to a Liquidity Event (as described in Section
7(d) below) in which case the fair market value of a Warrant Share shall be deemed to be the value received by the holders
of such stock pursuant to such event. If Digital, on the one hand, and the Registered Holder, on the other hand, cannot agree upon
the fair market value of a Warrant Share under this paragraph, then the dispute shall be settled by the appointment of an independent
third-party arbitrator in accordance with the rules of the American Arbitration Association.


 


(d)          Delivery
to Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten
(10) days thereafter, Digital at its expense shall cause to be issued in the name of, and delivered to, the Registered Holder:


 


(i)          a
certificate or certificates for the number of Warrant Shares to which such Registered Holder shall be entitled, and


 


(ii)         in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number
of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such
exercise as provided in Section 2(a) or 2(c) hereinabove (without giving effect to any adjustment thereto).


 


(e)          Payment
of Dividends. If, between the issue and exercise dates of this Warrant:


 




    	- 3 -



    	 



    

 


(i)          Digital
shall have declared and paid dividends on Digital Common Stock, then upon exercise of this Warrant, the Registered Holder shall
be entitled to receive payment from Digital of an amount equal to any dividend payment to which such Registered Holder would have
been entitled if such Registered Holder had exercised this Warrant prior to the declaration and payment of said dividends; and


 


(ii)         any
dividends shall have accrued on Digital Common Stock, or shall have been declared on Digital Common Stock but be unpaid thereon,
then, upon exercise of this Warrant, the Warrant Shares shall automatically and without further action on the part of Digital or
the Registered Holder (unless the Registered Holder otherwise agrees) be deemed to have accrued an amount of dividends that would
have accrued on such Warrant Shares if such Warrant Shares had been issued on the date hereof and be entitled to receive payment
from Digital of an amount equal to any declared, but unpaid, dividend at the same time, and on the same terms and conditions, as
the other holders of Digital Common Stock.


 


3.            Adjustments.


 


(a)          Stock
Splits and Dividends. If outstanding shares of Digital Common Stock shall be subdivided into a greater number of shares
of Digital Common Stock or other Capital Stock of Digital, or a dividend of other or additional Capital Stock or other securities
or property (other than cash) of Digital shall be paid in respect of such Digital Common Stock, then the Exercise Price in effect
immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such
subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Digital
Common Stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required
to be made in the Exercise Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to
the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise
Price in effect immediately after such adjustment. If an adjustment in the Exercise Price made hereunder would reduce the Exercise
Price to an amount below par value of Digital Common Stock, then such adjustment in Exercise Price made hereunder shall reduce
the Exercise Price to the par value of Digital Common Stock.


 


(b)          Reclassification,
Etc. In case there occurs any reclassification or change of the outstanding securities of Digital (or any other corporation
the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization
on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation
of such reclassification, change or reorganization shall be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered
Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto,
all subject to further adjustment pursuant to the provisions of this Section 3.


 




    	- 4 -



    	 



    

 


(c)          Adjustment
Certificate. When any adjustment is required to be made to the Warrant Shares or the Exercise Price pursuant to this
Section 3, Digital shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the
facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other
securities or property into which this Warrant shall be exercisable after such adjustment.


 


(d)          Acknowledgement.
For the avoidance of doubt, it is acknowledged that the holder of this Warrant shall be entitled to the benefit of all adjustments
pursuant to this Section 3 which occur after the date hereof and prior to the exercise of this Warrant.


 


4.            Assignment.



 


(a)          The
holder of this Warrant acknowledges that this Warrant has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
dispose of this Warrant in the absence of (i) an effective registration statement under the Securities Act as to this Warrant and
registration or qualification of this Warrant under any applicable U.S. federal or state securities law then in effect, or (ii)
an opinion of counsel, reasonably satisfactory to Digital, that such registration and qualification are not required.


 


(b)          This
Warrant is not assignable by the Registered Holder without Digital’s prior written consent, except that assignments by the
Registered Holder to an Affiliate (as defined below) of the Registered Holder shall be permitted provided that the assignee agrees
in writing to be bound by all of the terms of this Warrant. For purposes of the foregoing, an “Affiliate” of the Registered
Holder shall mean any other person or entity who directly or indirectly, controls, is controlled by, or is under common control
with the Registered Holder, including, without limitation, any general partner, managing member, officer, or director of such Registered
Holder, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members
of, or shares the same management company with, the Registered Holder.


 


5.            No
Impairment. Without the prior written consent of the Registered Holder, Digital shall not
avoid or seek to avoid the observance or performance of any of the terms of this Warrant.


 


6.            Termination.



 


(a)          Provided
that the Registered Holder receives prior notices in accordance with Section 7 below, and subject to Section 6(b)
and Section 6(c) hereinbelow, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate on
the earliest to occur of the following (the “Expiration Date”):


 


(i)          5:00
P.M. Boston, Massachusetts time on March 5, 2025; or


 


(ii)         the
occurrence of any Liquidity Event following the Vesting Date.


 




    	- 5 -



    	 



    

 


(b)          If
on the Expiration Date this Warrant has not been exercised in full and the fair market value of one Warrant Share (or other security
issuable upon the exercise hereof) as determined in accordance with Section 2(c) above is greater than the Exercise Price
in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant
to Section 2(c) into Warrant Shares, and Digital shall promptly deliver a certificate representing such Warrant Shares.


 


(c)          If
a Liquidity Event occurs prior to the Vesting Date, then (i) Digital shall reserve and set aside an amount of the consideration
payable in respect of such Liquidity Event, which would otherwise be distributed to Digital’s Stockholders, sufficient to
pay to the Registered Holder the full amount of payment such holder would have been entitled to had this Warrant been fully vested
at the time of the Liquidity Event (the “Liquidity Payment”), and (ii) if this Warrant subsequently vests,
then this Warrant shall automatically be deemed on and as of the Vesting Date to be exercised and converted pursuant to Section
2(c) into Warrant Shares (subject to any adjustments resulting from such Liquidity Event or other events under Section 3),
and Digital shall, at the option of the Registered Holder, promptly deliver the a certificate representing such Warrant Shares
or the Liquidity Payment. In lieu of the foregoing, Digital may elect to accelerate vesting of this Warrant.


 


7.            Notices
of Certain Transactions. In case:


 


(a)          Digital
shall set a record date for the holders of its Capital Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or


 


(b)          Digital
shall set an effective date of any capital reorganization of Digital, any reclassification of the Capital Stock of Digital, any
consolidation or merger of Digital, any consolidation or merger of Digital with or into another corporation (other than a consolidation
or merger in which Digital is the surviving entity), or any transfer of all or substantially all of the assets of Digital, or


 


(c)          Digital
shall set an effective date of any redemption of any Capital Stock of Digital (or other stock or securities at the time deliverable
upon the exercise of this Warrant), or


 


(d)          Digital
shall set an effective date of any Liquidity Event,


 


then, and in each such case, Digital will mail
or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the record date for
the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right,
or (ii) the effective date on which such Liquidity Event, reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which the holders of record
of Capital Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation, winding-up, redemption or conversion) are to be determined. Such notice shall be given
at least ten (10) Business Days prior to the record date or effective date for the event specified in such notice.


 




    	- 6 -



    	 



    

 


Such notice shall specify
all material terms of the event specified in such notice. If any material term changes after such notice is given, or such notice
fails to include any such material term, such notice shall be void and Digital shall be obligated to provide a new notice to the
Registered Holder pursuant to the terms of this Section 7.


 


8.            Sale
of Company. If following the Vesting Date, Digital shall at any time prior to the Expiration
Date undergo a Liquidity Event, it shall provide the Registered Holder the ten (10) Business Days prior written notice of the Liquidity
Event as required by Section 7 above, then the Registered Holder shall have until the effective date of such Liquidity
Event (the “Sale Exercise Date”) to exercise this Warrant in accordance
with the provisions of Section 2 above.


 


9.            Intentionally
Deleted.


 


10.         Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to Digital of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement
(with surety if reasonably required) in a form reasonably satisfactory to Digital, or (in the case of mutilation) upon surrender
and cancellation of this Warrant, Digital will issue, in lieu thereof, a new Warrant of like tenor.


 


11.         Mailing
of Notices. Any notice required or permitted pursuant to this Warrant shall be in writing
and shall be deemed sufficient upon delivery pursuant to Section 11.5 of the Purchase Agreement.


 


12.         No
Rights as Stockholder. Except as may be otherwise provided in (i) Digital’s Certificate
of Incorporation, or (ii) the Purchase Agreement, until the exercise of this Warrant, the Registered Holder of this Warrant shall
not solely by virtue of holding this Warrant have or exercise any rights as a Stockholder of Digital.


 


13.         No
Fractional Shares. No fractional shares of Digital Common Stock (or other stock or securities
at the time deliverable upon the exercise of this Warrant) shall be issued in connection with any exercise hereunder. In lieu of
any fractional shares which would otherwise be issuable, Digital shall pay cash equal to the product of such fraction multiplied
by the fair market value of one share of Digital Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) on the date of exercise, as determined in good faith by the Digital Board.


 


14.         Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of Digital
and the Registered Holder.


 


15.         Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 




    	- 7 -



    	 



    

 


16.          Governing
Law. This Warrant shall be governed, construed and interpreted in accordance with the laws
of the State of Delaware without giving effect to principles of conflicts of law.


 


[THE REMAINDER
OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


 




    	- 8 -



    	 



    

 


IN WITNESS WHEREOF,
Digital Turbine, Inc., through its duly authorized officer undersigned hereto, has executed this Common Stock Purchase Warrant
under its seal as of the date first written above.


 





	 	Digital:
	 	 
	 	DIGITAL TURBINE, INC.
	 	 
	 	By:	/s/ Bill Stone
	 	 	 
	 	Name:	Bill Stone
	 	 	 
	 	Title:	CEO  







 


	 	Witnessed:
	 	 
	 	By:	/s/ Antoinette Nolan
	 	 	 
	 	Name:	Antoinette Nolan


 


[Signature Page to Common Stock Purchase Warrant]


 




    	 



    	 



    

 


EXHIBIT A


 


PURCHASE/EXERCISE
FORM


 


	To:	DIGITAL TURBINE, INC.	Dated: ____________, 20__


 


The undersigned Registered
Holder, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to (choose one):


 


_____ (a) purchase _______
shares of Digital Common Stock covered by such Warrant and herewith makes payment of $_________, representing the full purchase
price for such shares at the price per share provided for in such Warrant, or


 


_____ (b) exercise such Warrant
for ______ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 2(d) of such Warrant.


 


	Registered Holder (if an entity):
	 	 	 
	Entity Name:	 	 
	 	 	 
	By (signature):	 	 
	 	 	 
	Signatory Name:	 	 
	 	 	 
	Signatory Title:	 	 
	 	 	 
	Registered Holder (if an individual):
	 	 	 
	Signature:	 	 
	 	 	 
	Signatory Name: