Exhibit 10.1

Execution Version

Dated 22 March 2021

Sale and Purchase Agreement

between

Tennor Holding B.V.

Advert Finance B.V.

and Lars Windhorst

as Sellers

and

Digital Turbine Luxembourg S.à r.l.

as Purchaser

and

Digital Turbine, Inc.

as Guarantor

Table of Contents

Page

This Sale and Purchase Agreement (the “Agreement”) is made on 22 March 2021 (the “Signing Date”)

between:

(together the “Sellers” and individually a “Seller”), and

(the Sellers, the Purchaser and the Purchaser’s Parent hereinafter also collectively referred to as the “Parties” and individually as a “Party”).

Preamble:

Now, therefore, the Parties agree as follows:

For the purposes of, and except as explicitly set forth otherwise in, this Agreement capitalised terms shall have the meaning as set forth in Exhibit 1.1 (Definitions).

Upon the terms set forth in this Agreement, each Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from each Seller, the Shares set forth next to such Seller's name in Exhibit 2.1 (which include the Shares in the Company which will result from the conversion of the Bonds (Sec. 3.1) (jointly, the “Sold Shares”)).

Prior to the Closing Date, Tennor shall convert the Tennor Bonds into Shares and it is the Parties’ mutual understanding that such Shares resulting from the conversion shall also be considered Sold Shares and, thus, sold and transferred as contemplated under this Agreement.

(together, the "Bank Loans") as detailed in Exhibit 9.11.1. Such Bank Loans are secured with the collateral listed in Exhibit 9.7.2.

(together, the "Loan Notes"). The Loan Notes have been assigned by Tennor to Meridian Capital International Fund ("Meridian") by agreement dated 17 February 2021.

The Parties agree on a "Cash Consideration" for the Sold Shares that shall be calculated as follows: USD 150,000,000 minus the aggregate amount of (i) the Minority Consideration, (ii) the excess, if any, of the outstanding principal amounts of the Bank Loans plus accrued but unpaid interest thereon over the Company’s cash at Closing, (iii) the Loan Notes Redemption Amount, (iv) the Redemption Loan, (v) the Stock Option Settlement Payment, (vi) any bonus, fees or charges payable by any member of the Target Group to any member of the management board and/or supervisory board, employee, broker, investment banker, service provider or other third party in connection with the transactions contemplated herein (the “Transaction Costs”) and (vii) any amount payable in connection with the termination of any employment, freelancer service or other agreements in connection with any changes to the management board on or around the Closing (the “Severance Payments”). For the avoidance of doubt, if the Company’s cash at Closing exceeds the aggregate amount of the Bank Loans, such excess cash shall not increase the Cash Consideration or otherwise Sellers’ Consideration.

Payment to the Target Account shall have discharging effect for the Purchaser (or, in case of Sec. 2.2.3, the Designee) in relation to each Seller.

Neither Party shall have the right to offset any counterclaims against claims of another Party under this Agreement or to refuse fulfilment of claims of another Party under this Agreement based upon any counterclaims, unless and to the extent liability for such counterclaims has (i) been accepted by the other Party in writing, or (ii) such counterclaim has been confirmed by a final and binding judgment of a competent court; provided, however, that the Purchaser is entitled to set-off with any potential Sellers' claim for the Earn-Out Consideration.

In case any part of the considerations is not paid or received on the Closing Date it shall bear interest at a rate of nine (9)% p.a. from (but excluding) the relevant due date until (but including) the date of payment.

Any interest under the Agreement shall be calculated on the basis of the actual day elapsed and a 360-day-year.

The Parties jointly assume that the transaction contemplated under this Agreement is either (i) not subject to or (ii) exempt from VAT. Each Seller undertakes not to waive any exemptions from VAT (if any) with respect to the sale and transfer of its respective Sold Shares under this Agreement.

Notwithstanding anything in this Agreement to the contrary, the Purchaser and any other person paying consideration under this Agreement, as applicable, shall be entitled to deduct and withhold from such consideration such amounts as the person paying such consideration reasonably determines to be required to be deducted and withheld with respect to the making of such payment under applicable law and require any necessary tax forms from any person to whom such payment would be required pursuant to this Agreement. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made, and the withheld amounts shall be disbursed to the applicable Governmental Authority in accordance with applicable law.

Purchaser will (i) use its best efforts to make as promptly as practicable all filings with all other Governmental Authorities, if any, required or expedient to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with the other Parties in promptly seeking to obtain all such authorizations, consents, orders or approvals and to make all such filings, and (iii) provide such further information as promptly as practicable to any such other Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Sec. 7.1.5 shall apply mutatis mutandis.

Purchaser or any of its Affiliates shall not enter into any other agreement to effect any transaction (including any merger or acquisition) that might prevent or hinder the consummation of the transactions contemplated by this Agreement, to: (i) obtain the expiration or termination of the waiting period under any merger control law or regulation applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the completion of the transaction contemplated by this Agreement; or (iii) obtain all authorizations, consents, orders and approvals of Merger Control Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Completion of the transactions contemplated by this Agreement as set out in Sec. 8.2 (“Closing”) shall take place at the offices of Morrison & Foerster LLP in Berlin at 7:00 a.m. five Business Days after the day on which the last Closing Condition has been satisfied or waived or at any other time or place as the Parties may mutually agree upon (the "Scheduled Closing Date"). The date on which the Closing is completed is referred to herein as the “Closing Date”.

and provided after such delivery of Shares none of the Sellers nor any Sellers' Affiliate shall hold any shares in the Company or any bonds in the Company.

A Material Adverse Change shall not include any effect that is arising out of or attributable to:

in each case provided, however, that Sellers have used their best efforts to mitigate the adverse effect on the Company or its Subsidiaries arising from (i) to (vi) above and, in the case of (i), (ii) and (iii), except to the extent that the effect on the Company was materially disproportionately greater than the effect on other similarly situated companies.

At Closing the Sellers and the Purchaser shall simultaneously (Zug-um-Zug) take the following actions (“Closing Actions”):

The Parties are entitled to waive (in whole or in part) any of the Closing Actions (other than the obligations to make payments) jointly at any time prior to the occurrence of Closing by written agreement. The waiver shall have the effect of eliminating the requirement that the relevant Closing Action is performed on the Closing Date shall not limit or prejudice any rights or claims or remedies of the Purchaser under this Agreement.

The Purchaser is under no obligation to consummate the transactions contemplated under this Agreement if on the Closing Date the Sellers, collectively, cannot deliver and transfer valid titles to any and all Sold Shares to the Purchaser.

Upon fulfilment or due waiver of the Closing Conditions as well as the performance or due waiver of the Closing Actions, the Parties shall document in writing that the Closing has occurred by executing a closing protocol substantially in the form as attached hereto as Exhibit 8.6 (the “Closing Protocol”).

Each Seller hereby guarantees to the Purchaser regardless of fault (verschuldensunabhängig) by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB – and subject to the requirements and limitations provided in Sect. 11 – that the statements made in Sect. 9.1 and 9.2 (“Sellers’ Guarantees”) are true and correct as of the Signing Date and as of the Closing Date except for such Sellers' Guarantees which are expressly given as of the Signing Date or qualified by Sellers' Best Knowledge, which shall be given as of the Signing Date. Such statements shall neither constitute an agreement on the quality (Beschaffenheitsvereinbarung) within the meaning of Section 434 para. 1 BGB, nor a guarantee concerning the quality of the object of the purchase within the meaning of Sections 443 BGB (Garantie für die Beschaffenheit der Sache). The statements made in Sec. 9.1, 9.2, 9.3, 9.4 and – if relating to the Sellers or their Affiliates – Sec. 9.6.4 sentence 2 lit. (a), (b), (i) through (m) are hereinafter referred to as “Key Fundamental Guarantees”, and Sec. 9.21 as well as – if not relating to the Sellers or their Affiliates – Section 9.6.4 sentence 2 lit. (a), (b), (i) and (j) – are hereinafter referred to as “Fundamental Guarantees”.

No insolvency or similar proceedings regarding each Seller are pending or threatened and there are no circumstances which would require or justify the opening of or application for such proceedings.

No member of the Target Group is (i) over-indebted, (ii) unable to pay its debts when they become due, (iii) insolvent or (iv) subject to any insolvency proceedings. No insolvency or similar proceedings regarding each Seller are pending or threatened and there are no circumstances which would require or justify the opening of or application for such proceedings.

There are no outstanding obligations under the Heyzap merger agreement entered into by RNTS Germany Holding GmbH on 22 December 2015 other than those reflected in the Financial Statements.

The members of the Target Group do not have any obligations or liabilities (whether actual, contingent or otherwise) except

Except any transaction contemplated by or disclosed in this Agreement in the period between 28 February 2021 (the "Effective Date") and the Signing Date, no member of the Target Group has carried out its business outside the ordinary course. Notwithstanding the generality of the foregoing, except any transactions contemplated by or disclosed in this Agreement, in the time period between the Effective Date and the Signing Date:

The members of the Target Group own, lease, license or otherwise have a legal right to use all material fixed and current assets which are presently being used and/or are necessary for the respective member of the Target Group to carry on its business in the ordinary course as conducted on the Signing Date (collectively, the "Assets"). The Assets are in a customary and reasonable condition for the Business of the members of the Target Group, subject to normal wear and tear.

To Sellers’ Best Knowledge and except as disclosed in Exhibit 9.7.2, all Assets which are owned by the members of the Target Group (together, the "Owned Assets") are free of any pledges, charges, encumbrances, statutory liens or third party rights or any seizures other than liens in favor of landlords under mandatory laws, and are not subject to any assignment, leasing or factoring agreements, any agreements providing for payment on deferred terms or any similar agreements.

No member of the Target Group owns any real property.

To Sellers’ Best Knowledge, Exhibit 9.8.2 contains a correct and complete list of all real properties which are subject to a lease or sub-lease agreement entered into by a member of the Target Group as tenant, irrespective of whether concluded in writing or not, (together, the "Leased Properties") setting out for each Leased Property the location, size, use, and, in relation to the lease or sub-lease agreements, the parties (name and address), date of agreement, monthly rent, and any side agreements, pending rent reviews or current negotiations with respect to the Leased Properties.

In relation to the Leased Properties:

To Sellers’ Best Knowledge, Exhibit 9.9.1 contains a correct and complete list of all registered IP Rights and unregistered IP Rights (only to the extent such unregistered IP Rights are material to the Target Group’s business) owned by the members of the Target Group (together, the "Owned IP Rights"), setting out for each Owned IP Right at least the owner, co-owner (if applicable), type and subject matter of each Owned IP Right, and, if and to the extent applicable, the territory for which each Owned IP Right is registered, the registration or application numbers, or the publication numbers of registered IP Rights to the extent they are published or any other identification data. For the avoidance of doubt, the description of unregistered IP Rights shall be at a high level.

"IP Rights" means any and all industrial and intellectual property rights and all rights associated therewith (including common law rights and rights of use), throughout the world, including without limitation rights in (i) any national, foreign, and multinational patents, utility models, design rights (whether registered or not), and applications to register any of the aforementioned rights including all reissues, divisions, continuations, continuations-in-part, extension and re-examinations, (ii) rights in inventions and all improvements to inventions, whether patentable or not, (iii) copyrights (whether registered or not) and registrations and applications for registration, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated therewith, in all means of expression and medium, (iv) rights in computer software, including source code, object code, firmware, operating systems and specifications, databases and data collection rights, topography rights, plant variety rights, (v) trademarks, service marks, trade names (Unternehmenskennzeichen), trade dresses, logos, domain names and corporate names (whether or not registered), and all goodwill associated therewith, applications to register any of the aforementioned rights, rights in unpatented technical and other know-how (whether patentable or not), inventions (vi) trades secrets, and know-how, including manufacturing and production processes, techniques, and research and development information, and (vii) topography rights, plant variety rights, and (viii) all rights to sue or recover and retain damages and costs and attorney’s fees for past, present and future infringement or misappropriation of the foregoing.

Exhibit 9.9.2 contains a correct and complete list of all license agreements and license & supply agreements that confer IP Rights, which are currently licensed or sub-licensed to the members of the Target Group by any person (including, without limitation, by any Seller or by any Sellers’ Affiliate); but excluding IP Rights relating to third party software sold or licensed in a standard configuration and readily available to the public on standard terms and conditions (the "Standard Software") (together, the "Licensed IP Rights"; the related license or sub-license agreements together the "License Agreements"). Exhibit 9.9.2 further contains for each agreement a correct and complete list of all IP Rights, setting out for each Licensed IP Right at least the type and subject matter, and, if and to the extent applicable, registration or application numbers, the publication numbers to the extent the Licensed IP Rights are published, or any other identification data, the owner(s) or licensor(s) of the relevant Licensed IP Right, the parties to the relevant License Agreement (name and address), date of the relevant License Agreement, type of license, term, territory for which the license is granted and royalties.

No IP Rights other than

are being used by or are necessary for the members of the Target Group to carry on its business as conducted on the Signing Date including the design, development, reproduction, manufacture, use, distribution, import and sale of any product.

To Sellers’ Best Knowledge, no third party is or has infringed or misappropriated, nor threatened to infringe any Owned IP Right or Licensed IP Right.

No facilities or resources of a university, college, other educational institution or research center or funding from third parties were used in the development of the Owned IP Rights or products. No governmental authority, court, arbitrator, university, college, other educational institution or research center has any claim or right in or to the Owned IP Rights, the licenses in relation to the Licensed IP Rights or the products.

In relation to License Agreements other than standard configuration easily replaceable and licensed based on standard terms and conditions:

Exhibit 9.9.10 contains a correct and complete list of all Owned IP Rights and Licensed IP Rights which are licensed or sublicensed by members of the Target Group to a third party (including, without limitation, to the Sellers and any Sellers' Affiliate) (the related license or sub-license agreements together, the "Out-License Agreements") setting out for each Owned IP Right or Licensed IP Right which is subject to an Out-License Agreement, at least the type and subject matter, and, if and to the extent applicable, the registration number or any other identification data, owner(s) of the respective Licensed IP Right, the parties to the relevant Out-License Agreement, date of the relevant Out-License Agreement, type of license, term, territory for which the license is granted, royalties and whether sub-licensing is permitted or sub-licenses were granted.

In relation to the Out-License Agreements:

Exhibit 9.11.1 contains a correct and complete list of all loan agreements or similar instruments other than the Bonds with banks, financial institutions and other third parties entered into by the members of the Target Group as borrower or lender (together, the “Loans”) setting out for each Loan the parties to the relevant agreement, date of agreement and principal amount, interest rate, term and outstanding principal amount and interest accrued. The financial covenants under the Loans, in particular under the Bank Loans, have been complied with and will be complied with until the Closing Date. There have been no payment defaults by members of the Target Group under the Loans and the borrowers are not entitled to terminate the Loans.

No member of the Target Group has granted any Seller, any Sellers’ Affiliate, any directors of any Seller or any Sellers’ Affiliate any facility or loan or is obliged to do so.

No Seller and no Sellers' Affiliate has granted any member of the Target Group any facility or loan or than those disclosed in Exhibit 9.11.1.

Exhibit 9.11.4 sets forth all COVID-19 Relief Benefits, including the PPP Loans. The respective member of the Target Group has complied with all applicable requirements for loan forgiveness and abatement of Taxes with respect to all COVID-19 Relief Benefits. All statements made by the respective Company and its Subsidiaries on any applications for COVID-19 Relief Benefits were true and correct in all respects. The Company and its Subsidiaries were at all times eligible to receive funds under such COVID-19 Relief Benefits. The use of COVID-19 Relief Benefit proceeds by the Company and its Subsidiaries has at all times complied with the uses allowed by applicable Law.

"COVID-19" means SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), coronavirus disease or COVID-19.

"COVID-19 Relief Benefit" means any note, bond, debenture or other debt security, or any deferral of Taxes or social security payments (to the extent quantified at Closing and included in the definition of Indebtedness), issued or granted by any person (including any Governmental Entity) to the Company or any of its Subsidiaries pursuant to any economic relief program or applicable Law enacted as a result of the COVID-19 pandemic anywhere in the world, including the Paycheck Protection Program administered by the U.S. Small Business Administration and the CARES Act.

Exhibit 9.12.1 contains a correct and complete list of all of the following agreements (together, the "Material Agreements") where a member of the Target Group is a party and the main obligations have not been completely fulfilled, setting out for each Material Agreement the type of agreement, the parties (name and address), date and/or term:

To Sellers’ Best Knowledge:

Exhibit 9.13.1 contains a correct and complete list of the Target Group’s employees who have received, or are entitled to receive, in the business year 2020 an annual fixed gross salary (including performance-related payments (including bonuses) and fringe benefits (including incentives, stock options, company cars) and other benefits) exceeding USD 150,000 (together, the "Key Employees") setting out for each Key Employee the position, administration number, start of employment, annual fixed gross salary, performance-related payments (including bonuses) and stock options.

To Sellers’ Best Knowledge, none of the current Key Employees has given notice of termination of his/her employment relationship or has announced such termination.

To Sellers’ Best Knowledge, and except as disclosed in Exhibit 9.13.1, no Key Employee would be entitled to severance payments or a compensation under a contractual non-compete covenant exceeding USD 300,000 if his/her employment relationship was terminated.

To Sellers’ Best Knowledge, and except as disclosed in Exhibit 9.13.1, the execution and performance of this Agreement or the transactions contemplated herein do not trigger any payment obligations of members of the Target Group towards any Key Employee.

Exhibit 9.13.2 contains a correct and complete list as of the Signing Date of all officers, managing directors, board members and employees (including members of the senior management (leitende Angestellte), apprentices and part-time employees) (together, the “Employees”) of all members of the Target Group in each case setting out the date of birth, administration number, department, position, start of employment, annual fixed gross salary and performance-related payments (including bonuses). Employees who enjoy special legal protection against termination are identified, specifying the legal justification for such protection (e.g., maternity leave, parental leave, severe disability).

To Sellers’ Best Knowledge, except as set forth in Exhibit 9.13.3, none of the current freelancers and none of the freelancers deployed by members of the Target Group within the last five years prior to the Signing Date has or had to be classified as an employee of the relevant member of the Target Group pursuant to the applicable law.

To Sellers’ Best Knowledge, no member of the Target Group currently deploys or has deployed during the last five years prior to the Signing Date leased employees that are material for the Target Group’s business.

Exhibit 9.13.5 contains a correct and complete list of all agreements and other commitments regarding employee benefits (such as performance-related payments, anniversary, holiday or jubilee payments, Christmas bonuses, fringe benefits, other variable remuneration elements or similar rights and stock options), other than Pensions Commitments (together, the "Employee Benefits") setting out the legal basis for the Employee Benefits and the nature of the relevant agreements or other commitments, the amounts involved.

No member of the Target Group has entered into any agreements or other commitments regarding pensions under which members of the Target Group have any obligations (together, the "Pension Commitments"). For the avoidance of doubt, any 401(k) plans in place at the Target Group and as disclosed in Exhibit 9.13.5 shall not fall within the scope of Pension Commitments within the meaning of this Sec. 9.13.6.

No member of the Target Group is a party to or bound by or applying any collective bargaining agreement. No social plan or reconciliation of interests is applicable to members of the Target Group.

All compensation obligations of the Target Group vis-à-vis or in respect of its current and former employees for periods up to the Closing Date have been paid by the relevant member of the Target Group, in particular no social security contributions are outstanding.

In the last three (3) years prior to the Signing Date, the members of the Target Group have not experienced any strike, lockout or labor interruption; or any lawsuit, dispute or proceedings with any union, works’ council or any other body of employee representation before any court, conciliation committee, arbitrator or governmental authority.

Exhibit 9.14 contains a complete and correct list of all bank accounts of the Target Group and all of the authorized signatories for these accounts.

The members of the Target Group have obtained all governmental authorizations, consents, approvals, permits, licenses, certifications and registrations (the "Permits") which are necessary to conduct its business (together, the "Business Permits").

All Business Permits are in full force and effect, and have not been challenged by any third party. No proceedings regarding a revocation or withdrawal of any Business Permit have been initiated or threatened.

The members of the Target Group and its managing directors have always conducted the Target Groups' business in compliance with, and all agreements entered into by the Target Group comply with, all applicable laws, regulatory and statutory requirements in all jurisdictions in which the members of the Target Group currently operate or have operated in the past, in particular all applicable securities laws and capital market rules, data protection laws and regulations (including the General Data Protection Regulation (EU) 2016/679) and the California Consumer Protection Act), in all material respects. The members of the Target Group have not received any written notice alleging a breach of the terms of a law, judgment or Business Permit. The members of the Target Group have always complied in all material respects with their contractual obligations relating to privacy, data protection and information security and have at all times implemented and maintained commercially reasonable and appropriate safeguards compliant with all applicable data protection laws and regulations to protect and maintain the confidentiality, integrity, availability, resilience and security of personal data maintained or processed by or for the members of the Target Group. No accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to or acquisition of, or other unauthorized processing of such personal data has occurred and there are no facts or circumstances that would require the members of the Target Group to provide notice to any customer, supplier, demand partner, publisher or other person (including any governmental entity) of any data security breach pursuant to any applicable data protection laws or regulations.

To Sellers’ Best Knowledge, no governmental investigation outside the ordinary course of business concerning the Target Group is pending or threatened in writing.

No inside information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse exists with respect to the Company and no such inside information has been disclosed to the Purchaser in the course of his due diligence.

To Sellers’ Best Knowledge, and apart from support or funding in connection with the COVID-19 pandemic, the members of the Target Group have not received any public subsidies, in particular any state aid within the meaning of Article 87 of the EC Treaty, since its respective date of incorporation.

The members of the Target Group have not caused, and are not subject to, any liability or obligation resulting from any environmental laws (i) relating to any property or asset currently or formerly owned, leased, operated, occupied or used in the course of the business, or (ii) relating to the use, management, handling, transport, treatment, generation, storage, disposal or release of any hazardous substances by the Company.

Exhibit 9.20 contains a correct and complete list of all insurance policies providing insurance cover for the assets, business and/or operations of the Target Group (together, the "Insurance Policies"), setting out the insured risk, insurance company, policy number, date, term, annual premium and coverage. All Insurance Policies are in full force and effect. The relevant member of the Target Group has complied with all obligations under the relevant Insurance Policies (including the payment of all premiums when due).

To the Sellers’ Best Knowledge, no statement made in this Agreement, or any other document or certificate delivered by the Sellers or the members of the Target Group to the Purchaser in connection with this Agreement, contains any untrue or misleading statement of a material fact or has omitted to state any material fact necessary, to make any statements herein or therein, misleading.

"Sellers' Best Knowledge" shall mean all facts and circumstances which the Sellers or Lars Windhorst, Tareq Shabib, Tarek Malak and Mark An or Ziv Elul and Yaron Zaltsman know, knew or should have known. The phrase "should have known" within the meaning of sentence 1 hereof, refers specifically also to those facts and circumstances, which any of the aforementioned individuals would have learned had he or she not grossly negligent violated their obligations to carefully select, initiate or ask the respective staff members.

The Sellers shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made or received and shall, in any such case give notice to the Purchaser, indicating in reasonable detail the terms and conditions of such proposal, offer, inquiry or contact.

The Purchaser will determine at a later stage whether any changes should be made to the composition of the management board and/or the supervisory board, respectively. If so requested by the Purchaser, the Sellers shall exercise all of their voting rights attached to the Sold Shares and also otherwise provide any support reasonably required to exchange with effect on or after Closing any board members with any individuals designated by the Purchaser.

To Sellers’ Best Knowledge, the Company has not received any voting rights notifications pursuant to Sec. 33 German Securities Trading Act (Wertpapierhandelsgesetz) or any similar applicable law pursuant to which any director, officer, 5% or greater stockholder of Digital Turbine, Inc. and/or the Purchaser (collectively, a “Relevant Stockholder”) owns, directly or indirectly, a 5% or greater (or collectively as a group a 10% or greater) interest in the Company or any other member of the Target Group. To Sellers’ Best Knowledge, no Relevant Stockholder will receive, directly or indirectly, 5% or more (or collectively as a group 10% or more) of the aggregate amount of the Sellers’ Consideration and the Minority Consideration. The Sellers do not own 5% or more (or collectively as a group 10% or more) in Digital Turbine, Inc. and/or the Purchaser.

“Bank Related Parties” means each Person who has committed to provide financing to the Purchaser under a loan agreement, note purchase agreement, indenture or other credit agreement, including Bank of America, together with each Affiliate thereof and each former, current and future officer, director, employee, partner, controlling person, advisor, attorney and agent of any of the foregoing or the heirs, executors, successors and assigns of any of the foregoing.

In the event of any assumed Breach of Guarantee the Purchaser shall without undue delay give Notice thereof to the relevant Seller, (i) making reference to such Sellers’ Guarantee which it considers breached, (ii) describing in reasonable detail the facts or circumstances that give rise to such Breach of Guarantee, (iii) providing copies to that Seller of such information as reasonably necessary for such Seller to assess the validity of the Purchaser’s claim on face of the provided documentation, and (iv) stating whether restitution in kind or monetary damages (or a combination of both) is requested and, if monetary damages are requested, their reasonably estimated amount.

(the “Time Limitation”).

Immediately after the Signing Date, the Purchaser shall use commercially reasonable efforts to arrange for representations and indemnity insurance (the "R&I Insurance") in the name of the Purchaser as insured party for purposes of recourse in respect of Guarantee Claims. The costs of the R&I Insurance shall be borne by the Purchaser.

On the Closing Date, the Sellers shall provide the Purchaser with a review of the Sellers' Guarantees, conducted on the Closing Date with the Sellers and members of the management board of the Company and such other officers, directors or employees of the Target Group as requested by the R&I Insurance to identify any facts or circumstances which have occurred since the Signing Date constituting a breach of the Sellers' Guarantees given by the Sellers as at the Closing Date (the "Bring Down of Disclosures"). The Purchaser will discuss and agree upon with the insurer of the R&I Insurance the form and content of the Bring Down of Disclosures. The Sellers hereby already agree to such form and content of the Bring Down of Disclosures.

In respect of (i) Key Fundamental Guarantees, (ii) Fundamental Guarantees (iii) Uninsured Items and (iv) New Items, the Sellers shall, subject to Sec. 12.7.2, pay to the Purchaser the amount not so paid by the insurer of the R&I Insurance under the R&I Insurance policy subject to the limitations provided for in the R&I Insurance policy, i.e. taking into account any thresholds, deductible etc. agreed with the R&I Insurance company. The Purchaser is entitled to set-off any of these claims with the Earn-Out Consideration.

"Uninsured Items" means any facts and circumstances that result in a claim of the Purchaser under a Sellers' Guarantee but are explicitly excluded under the R&I Insurance policy.

"New Items" means any facts and circumstances that result in a claim of the Purchaser under a Sellers' Guarantee and that were only disclosed by the Sellers under the Bring Down of Disclosure and therefore excluded under the R&I Insurance policy, unless such fact and circumstance qualifies as a Closing Obstacle which would have entitled the Purchaser to not proceed with Closing and the Sellers have prior to Closing confirmed this to the Purchaser in writing, including an explanation in reasonable detail of why such facts or circumstances qualify as Closing Obstacle, and waived all their rights to Closing.

The Sellers shall indemnify and hold harmless the Purchaser and the members of the Target Group, against (i) any Losses (including, for the avoidance of doubt, any Taxes) arising from a breach of any representation contained in Sec. 9.21 and (ii) any Taxes imposed on or payable by a member of the Target Group which relate to periods, or portions thereof, ending on or before the Closing Date or result from actions taken on or before the Closing Date. The Sellers’ indemnification payment shall be due no later than five (5) Business Days prior to the day on which the respective Tax or amount underlying the Loss is due for payment by the respective entity to the competent Tax Authority, even if the assessment does not yet have binding effect (formelle Bestandskraft). The Sellers shall not be liable vis-à-vis the Purchaser (and the Tax indemnification claim shall be reduced accordingly) if and to the extent

After the Closing Date, the Purchaser and the Sellers shall reasonably cooperate, and shall cause their advisors to reasonably cooperate, with each other in connection with all Tax matters relating to any Taxes payable by members of the Target Group for any period ending on or including the Closing Date, including the preparation and filing of any Tax Return or the conduct of any Tax audits, investigations or other proceedings. The cooperation between the Purchaser and the Sellers shall include (but shall not be limited to) the making available by either Party to the respective other Party of all books and records and the assistance of all directors and employees, to the extent reasonably required in connection with such Tax matters. The Purchaser shall notify the Sellers of any proposed audit or assessment relating to any Tax with respect to which Sellers may reasonably incur any liability hereunder. The Purchaser shall cause the relevant member of the Target Group to give the Sellers the opportunity to participate in any audits or other proceedings related to any such Tax. For the avoidance of doubt, the Purchaser and the members of the Target Group shall always have the right to submit and amend Tax Returns and submit information to the Tax Authorities as in the reasonable and good faith opinion of Purchaser required by mandatory law without Sellers’ consent.

Any Tax period starting before the Closing Date and ending thereafter shall be deemed to be split in a first Tax period ending on the Closing Date and a second Tax period starting after the Closing Date for the purpose of allocating Taxes under this Sec. 14. The Taxes which are deemed for the purpose of this Sec. 14 to relate to the Tax assessment period ending on the Closing Date and for which Sellers shall indemnify Purchaser shall be determined as follows:

Any claims under this Sec. 14 shall be time-barred upon expiration of the later of (i) seven (7) years after the Closing or (ii) six (6) months after the ultimate, final and binding assessment (endgültig bestandskräftige Festsetzung) of the relevant Tax.

For the avoidance of doubt: the Purchaser shall be entitled to set-off (aufrechnen) any claim the Sellers might have against the Purchaser against any claim the Purchaser might have against the Sellers pursuant to Sec. 14.2.

Any payments under this Sec. 14 as well as under Sec. 11 shall be treated as a reduction of the Purchase Price as between the Parties. If and to the extent payments are made by the Sellers directly to the relevant member of the Target Group, such payments shall be construed and deemed as contributions (Einlagen) made by the Purchaser or by such company's direct shareholder into the relevant member of the Target Group and shall be treated as a reduction of the Purchase Price as between the Parties.

Unless explicitly otherwise stated, any claims of any of the Parties with regard to Taxes shall be exclusively governed by this Sec. 14.

The Purchaser hereby guarantees to each Seller regardless of fault (verschuldensunabhängig), by way of an independent promise of warranty (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that the following statements (the “Purchaser’s Guarantees”) are true and correct as of the Signing Date and as of the Closing Date. Such statements shall neither constitute an agreement on the quality (Beschaffenheitsvereinbarung) within the meaning of Section 434 para. 1 BGB, nor a guarantee concerning the quality of the object of the purchase within the meaning of Sections 443 BGB (Garantie für die Beschaffenheit der Sache):

No insolvency or similar proceedings regarding the Purchaser and Purchaser’s Parent are pending or threatened and there are no circumstances which would require or justify the opening of or application for such proceedings.

To Guarantor’s Best Knowledge, the Guarantor and the members of the Guarantor’s group of companies own, lease, license or otherwise have a legal right to use all material fixed and current assets which are presently being used and/or are necessary for the respective member of the Guarantor’s group of companies to carry on its business in the ordinary course as conducted on the Signing Date (collectively, the "Guarantor Assets"). The Guarantor Assets are in a customary and reasonable condition for the business of the members of the Guarantor’s group of companies, subject to normal wear and tear.

To Guarantor’s Best Knowledge and except as disclosed in Exhibit 15.5.2 and except any Permitted Liens, all Guarantor Assets which are owned by the members of the Guarantor’s group of companies are free of any pledges, charges, encumbrances, statutory liens or third party rights or any seizures other than liens in favor of landlords under mandatory laws, and are not subject to any assignment, leasing or factoring agreements, any agreements providing for payment on deferred terms or any similar agreements.

"Permitted Liens" means (i) mechanic’s, materialmen’s, carriers’, repairers’ and other liens arising or incurred in the ordinary course of business or any liens which arises by operation of law (including liens arising by virtue of rights of customers, suppliers and subcontractors in the ordinary course of business), (ii) liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing or which are being contested in good faith by appropriate proceedings for which there are adequate reserves established, (iii) encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record), (iv) liens securing the obligations of the Guarantor under any operating lease, (v) liens granted to any lender at the Closing in connection with any financing by the Purchaser of the transactions contemplated hereby, and (vi) liens arising out of retention of title provisions in a supplier’s or vendor’s standard conditions of supply in respect of goods acquired in the ordinary course of business or other unpaid vendor’s or supplier’s liens arising in the ordinary course of business.

“Guarantor’s Best Knowledge” shall mean all facts and circumstances which the members of the Guarantor’s board of directors know, knew or should have known. The phrase "should have known" within the meaning of sentence 1 hereof, refers specifically also to those facts and circumstances, which any of the members of the Guarantor’s board of directors would have learned had he or she not grossly negligent violated their obligations to carefully select, initiate or ask the respective staff members.

If any of the Purchaser’s Guarantees in Secs. 15.1 to 15.5 is incorrect, Secs. 12.1 and 12.2 shall apply mutatis mutandis. Claims for a breach of a Purchaser’s Guarantee shall become time-barred twelve (12) months after the Closing Date.

The Sellers and the Purchaser shall cooperate, and shall procure that their Affiliates cooperate, using their commercially reasonable efforts to procure a smooth and expedient transition of the Target Group to the Purchaser. The rights of the Parties under this Agreement shall not be affected.

are issued, initiated or threatened to be issued or initiated against members of the Target Group with respect to activities of the Target Group prior to Closing.

Until the expiry of two (2) years from Closing, none of the Sellers shall, directly or indirectly, and shall procure that none of the Sellers’ Affiliates do, directly or indirectly,

The restrictions set forth in this Sec. 16.4 operate for the benefit of the Purchaser and for the benefit of the Target Group constituting third party rights within the meaning of Section 328 (1) BGB.

The terms of this Agreement, and the substance of all negotiations in connection with it, are confidential to the Parties and their advisers, who shall not disclose them to, or otherwise communicate them to, any third party without the written consent of the other Parties other than:

The Parties shall not at any time publish or otherwise make any statement concerning the other Party and/or the other Party’s Affiliates which is derogatory or disparaging or which is intended to or could reasonably be expected to lower their respective reputations.

Any notice or other communication in connection with this Agreement (each a “Notice”) shall be made:

Notices shall be sent to the following addresses and recipients or such other address or recipient as notified by a Party to the other Party from time to time.

If to Tennor:

If to LW:

If to Advert:

If to Purchaser:

If to Purchaser’s Parent:

Each Party will bear the costs and expenses incurred by it in connection with the preparation, execution and consummation of this Agreement and the transactions contemplated herein, including any professional fees and disbursements of its counsel, financial advisors or accountants.

All notary, court, registration or similar fees, real estate and other transfer taxes (including VAT or other tax of a similar nature in other jurisdictions), stamp duties and other public levies in connection with the execution and implementation of this Agreement shall be borne by the Purchaser.

The Sellers shall be liable as joint and several debtors (Gesamtschuldner) for any claims and obligations under or in connection with this Agreement.

The Guarantor and the Purchaser shall be liable as joint and several debtors (Gesamtschuldner) for any claims and obligations under or in connection with this Agreement.

Any currency conversions shall be determined using exchange rates prevailing on the fifth day prior to the Closing Date or the fifth day prior last trading day of the Earn-Out Period, as the case may be. The European Central Bank fixing rates shall be used which are published both by electronic market information providers and on the ECB's website www.ecb.int shortly after 2:15 p.m. CET. When such rates are not available on such date, Reuters world spot rates (mid-rate on page FX=) taken as close as possible to 2:15 p.m. CET shall be used.

Except as expressly provided otherwise in this Agreement, this Agreement contains the entire agreement between the Parties with respect to its subject matter and shall supersede all prior agreements and understandings made by the Parties oral or in writing with respect to the subject matter thereof.

Neither this Agreement nor any provision contained in this Agreement is intended to confer any rights or remedies upon any third (natural or legal) person other than the Parties, unless explicitly stated herein.

No Party may assign or otherwise transfer in whole or in parts any of its rights or obligations under this Agreement without the prior written consent of the other Party.

Any provision of this Agreement (including this Sec. 21.7) may only be amended, supplemented or waived by written instrument (or any stricter form required by mandatory law) executed by the Parties and explicitly making reference to the terms of this Agreement which are affected by such amendment, supplement or waiver.

Insofar as it is able to do so after Closing, each Seller shall during the period of twelve (12) months following the Closing Date do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things reasonably required by, and in a form reasonably satisfactory to, the Purchaser in order to give effect to this Agreement.

Should any provision of this Agreement be or become, either in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), this shall not affect the remainder of this Agreement. In such event the Parties shall recognize and give effect to such valid, effective and enforceable provision that comes as close as legally possible to the commercial intention of the Parties pursued with the void, ineffective or unenforceable provision. The same shall apply if this Agreement contains any unintentional gaps (Vertragslücken).

***

Exhibit D – Structure Chart

Exhibit D

Structure Chart

Exhibit 1.1 – Definitions

For the purposes of this Agreement, the following defined terms, which are identified by capitalisation (Großschreibung), shall have the meaning as set forth in this Exhibit 1.1, it being understood that these definitions are applicable to the singular as well as the plural forms of such terms.