A Delaware corporation INITIAL PURCHASER AGREEMENTConvertible Note Initial Purchaser Agreement • September 29th, 2016 • Digital Turbine, Inc. • Patent owners & lessors • New York
Digital Turbine, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BTIG, LLC (the “Initial Purchaser”) $16,000,000 principal amount of its 8.75% convertible notes due September 23, 2020 (the “Notes”). The Notes will be unconditionally guaranteed as to the payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantee” and together with the Notes, the “Securities”) by the wholly-owned subsidiaries of the Company listed on the signature pages hereto as guarantors (the “Guarantors”). The Securities will be issued pursuant to the provisions of an Indenture, which will be substantially in the form attached hereto as Exhibit A (the “Indenture”), to be entered into on the Closing Date (as defined below), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be convertible into shares of common stock of the Company (the “Underlying Securities”). On the Closing Date, the Company
