Exhibit






AMENDMENT TO SECURITIES PURCHASE AGREEMENT


This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of February 17, 2016, is being entered into by and among (i) Digital Turbine Media, Inc. (f/k/a Appia, Inc.), a Delaware corporation (“DT Media”), (ii) Digital Turbine USA, Inc. (f/k/a Digital Turbine, Inc.), a Delaware corporation (“DT USA” and together with DT Media, the “Companies” with each a “Company”), and (iii) North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Purchaser” and collectively with the Companies, the “Parties” with each a “Party”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).


RECITALS


WHEREAS, the Parties have entered into that certain Securities Purchase Agreement, dated as of March 6, 2015 (as the same may from time to time be amended, modified, supplemented, or restated, the “Purchase Agreement”); and


WHEREAS, in accordance with Section 11.1 of the Purchase Agreement, the Parties have agreed to amend the Purchase Agreement pursuant to this Amendment, as set forth herein.


AGREEMENT


In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Party agrees to amend the Purchase Agreement as follows:


1.         Prepayment  Premium.     Section  2.8(c) is hereby amended by inserting the following sentence to the end thereof:


“In the event that the New Debenture is prepaid in whole pursuant to clause (a) above, Appia shall pay to the Purchaser a prepayment premium (the “Prepayment Premium”) in the amount  set  forth  in  the  applicable  table  below  opposite  the  time  period  in  which  such prepayment occurs:
	
		
	Period
	Prepayment Premium

	From March 6, 2016 to and including April 6, 2016
	$40,000.00

	From April 7, 2016 until the Maturity Date
	$80,000.00






2.         Board  Observer.     The first sentence of Section 2.10 is hereby amended by replacing “twelve (12)” appearing therein with “fourteen (14).”


3.         Headings.     The headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or affect the meaning or interpretation of this Amendment.




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4.       Severability.     Any provision of this  Amendment which  is  prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


5.       Governing  Law.     This Amendment shall be governed by, and construed  in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such State, without reference to principles of conflicts of laws.


6.       Counterparts; Electronic Signatures.    This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The parties agree that this Amendment shall be legally binding upon the electronic transmission, including by facsimile or email, by each party of a signed signature page to this Amendment to the other party.


7.    Full Force and Effect; No Obligation for Other Amendments.     Each of the parties hereto confirms that this Amendment is intended to be a part of, and will serve as a valid, written amendment to, the Purchase Agreement. Except as otherwise set forth in this Amendment, this Amendment shall not by implication or otherwise alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Purchase Agreement, which are hereby ratified and affirmed in all respects and shall continue in full force and effect, and this Amendment will not operate as an extension or waiver by the parties to the Purchase Agreement of any other condition, covenant, obligation, right, power or privilege under the Purchase Agreement. This Amendment relates only to the specific matters covered herein, and shall not be considered to create a course of dealing or to otherwise obligate any party to the Purchase Agreement to execute similar amendments or grant any waivers under the same or similar circumstances in the future.




[Signature Page Follows]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their respective behalf, by their respective officers thereunto duly authorized all as of the day and year first above written.






	
		
	DT MEDIA:

	 
	 

	DIGITAL TURBINE MEDIA, INC.

	 
	 

	By:
	

	Name:
	Andrew Schleimer

	Title:
	CFO, Digital Turbine, Inc.






	
		
	DT USA:

	 
	 

	DIGITAL TURBINE USA, INC.

	 
	 

	By:
	



	Name:
	Andrew Schleimer

	Title:
	CFO, Digital Turbine, Inc.






	
		
	PURCHASER:

	 
	 

	NORTH ATLANTIC SBIC IV, L.P.

	 
	 

	By:
	North Atlantic Investors SBIC IV, LLC 
General Partner 

	By:
	

	Name:
	David M. Coit

	Title:
	Managing Director




























[Signature Page to Amendment to Securities Purchase Agreement]




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