0001628280-16-017110 Sample Contracts

Contract
Securities Purchase Agreement • June 14th, 2016 • Digital Turbine, Inc. • Patent owners & lessors • New York

This Second Amendment to Securities Purchase Agreement (this “Amendment”), dated as of May 6, 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).

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Contract
Common Stock Purchase Warrant • June 14th, 2016 • Digital Turbine, Inc. • Patent owners & lessors

This Second Amendment to Common Stock Purchase Warrant (this “Amendment”), dated as of May 6, 2016, is being entered into by and between Digital Turbine USA, Inc. (f/k/a Digital Turbine, Inc.), a Delaware corporation (the “Company”), and North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Registered Holder”). Capitalized terms used in this Amendment without definition have the respective definitions ascribed to them in the Warrant (as defined below).

Contract
Securities Purchase Agreement • June 14th, 2016 • Digital Turbine, Inc. • Patent owners & lessors • New York

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).

AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • June 14th, 2016 • Digital Turbine, Inc. • Patent owners & lessors

This Amendment to Common Stock Purchase Warrant (this “Amendment”), dated as of February 17, 2016, is being entered into by and between Digital Turbine USA, Inc. (f/k/a Digital Turbine, Inc.), a Delaware corporation (the “Company”), and North Atlantic SBIC IV, L.P., a Delaware limited partnership (the “Registered Holder”). Capitalized terms used in this Amendment without definition have the respective definitions ascribed to them in the Warrant (as defined below).

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