(f)

The Company shall pay all fees, costs and expenses incident to the performance by the Company of or compliance by the Company with its obligations under this Section 6, including (i) all SEC, stock exchange and Financial Industry Regulatory Authority registration, filing and listing fees, (ii) all expenses in connection with the preparation, printing and filing of the registration statement, any prospectus and amendments or supplements thereto, and (iii) the reasonable fees and expenses of the Company’s counsel and independent public accountants. Each Holder shall be responsible for its own expenses, including any underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities by such Holder, and the fees and expenses of such Holder’s counsel and other advisors.

(g)

Indemnification; Contribution.

(i)

The Company shall indemnify, defend and hold harmless each Holder, its Affiliates, officers, directors, partners, members, managers, employees, agents and representatives, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, judgments, costs (including reasonable attorneys’ fees) and expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the registration statement or any prospectus included therein, or in any amendment or supplement thereto, or (B) the omission or alleged omission to state in the registration statement or any prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished by such Holder expressly for use therein.

(ii)

Each Holder, severally and not jointly, shall indemnify, defend and hold harmless the Company, its Affiliates, officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, judgments, costs (including reasonable attorneys’ fees) and expenses arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission to state a material fact in the registration statement or prospectus, or any amendment or supplement thereto, if and to the extent, but only to the extent, such statement or omission was made in reliance upon and in conformity with written information furnished by such Holder expressly for use therein.

(iii)

Any Person entitled to indemnification hereunder shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it is materially prejudiced thereby) and (B) permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that the indemnified party shall have the right to retain its own counsel with the reasonable and documented fees and expenses of such counsel to be paid by the indemnifying party if: (1) the indemnifying party has agreed in writing to pay such fees and expenses; (2) the indemnifying party shall have failed promptly to assume the defense of such claim in a reasonable period of time and to employ counsel reasonably satisfactory to the indemnified party in defending such claim; or (3) the named parties to any such claim (including, without limitation, any impleaded parties) include both the indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent the indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such claim on behalf of the indemnified party). An indemnifying party shall not be liable for any settlement effected without its prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

(iv)

To the extent the indemnification provided in this Section 6(g) is prohibited or limited by law or unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however:  (A) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6, (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person who was not guilty of fraudulent misrepresentation. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the other limitations set forth in this Section 6, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.

(v)

Notwithstanding anything in this Section 6(g) to the contrary, the Holder shall not be required to indemnify or contribute, in the aggregate, any amount in excess of the net proceeds received by the Holder from the applicable sale of Registrable Securities.

(vi)

This Section 6(g) shall survive the exercise of this Warrant and the transfer of this Warrant and any of the Registrable Securities by the Holder.

(h)

The Company’s obligations under this Section 6 (other than with respect to Section 6(g)) shall terminate on the date on which the Holder no longer holds any Registrable Securities.

7.	COVENANTS OF THE PARTIES.

(a)

At all times (if any) prior to the Expiration Date or earlier termination of this Warrant, when the Company shall not be required to file reports pursuant to Section 13 or 15(d) of the Exchange Act or shall not have timely filed all such required reports, Holder shall be entitled to the information rights contained in Section 7.01(p) of the Financing Agreement, provided that the confidentiality provisions contained in Section 10.13 of the Financing Agreement shall apply to any information received under this section, and in any such event Sections 7.01(p) and 10.13 of the Financing Agreement are hereby incorporated into this Agreement by this reference as though fully set forth herein. In receiving any such information, Holder shall at all times comply with all securities laws applicable to the resale of this Warrant or the shares of Common Stock issuable upon exercise of this Warrant, including relevant insider trading laws.

(b)

The Company shall, at all times prior to the earlier to occur of (x) the date of sale or other disposition by Holder of this Warrant or all shares of Common Stock issued on exercise of this Warrant, or (y) the Expiration Date or earlier termination of this Warrant if the Warrant has not been exercised in full or in part on such date, use all commercially reasonable efforts to timely file all reports required under the Exchange Act and otherwise timely take all actions necessary to permit the Holder to sell or otherwise dispose of this Warrant and the shares of Common Stock issued on exercise hereof pursuant to Rule 144 promulgated under the Securities Act as amended and in effect from time to time, provided that the foregoing shall not apply in the event of a Change of Control Transaction following which the successor or surviving entity is not subject to the reporting requirements of the 1934 Act.

8.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Holder that:

(a)

The Company is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware.

(b)

The Company has all corporate power and authority to execute this Warrant, and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Warrant, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and assuming due authorization, execution and delivery of this Warrant by the Holder, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

None of the execution and delivery of this Warrant, the consummation of the transactions contemplated herein or the performance of and compliance with the terms and provisions hereof will: (i) violate or conflict with any provision of the Company’s certificate of incorporation or bylaws; (ii) violate any law, regulation, order, writ, judgment, injunction, decree or permit applicable to it; (iii) violate or conflict with any material contractual provisions of, or cause an event of default or give rise to any right of acceleration under any agreement, instrument or contract the breach of which is reasonably likely to result in a material adverse effect to the Company; or (iv) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to its properties.

(d)

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or other Person (or group of Persons) is required in connection with the execution, delivery or performance of this Warrant, except for any notices of sale required to be filed with the SEC under Regulation D of the Securities Act or such filings as may be required under state securities laws.

(e)

All Warrant Shares which may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

9.	REPRESENTATIONS AND WARRANTIES OF THE HOLDER. The Holder hereby represents and warrants to the Company as follows:

(a)

The Holder is duly formed, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization.

(b)

The Holder has all power and authority to execute this Warrant and the other Transaction Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Holder of this Warrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and assuming due authorization, execution and delivery of this Warrant by the Company, constitutes a legal, valid and binding obligation of the Holder, enforceable in accordance with its respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

This Warrant is issued to the Holder in reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an Affiliate, and that Holder has no present intention of selling, granting any participation in, or otherwise distributing the same other than to an Affiliate. By executing this Warrant, Holder further represents that Holder does not have any contract, undertaking, agreement or arrangement with any person, other than an Affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Warrant Shares.

(d)

Holder understands that this Warrant and the Warrant Shares are not registered under the Securities Act on the ground that the issuance of such securities is exempt from registration under the Securities Act, and that the Company’s reliance on such exemption is predicated on Holder’s representations set forth herein.

(e)

The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(f)

Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

(g)

Holder understands that this Warrant and the Warrant Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

10.

NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, and will be deemed given (A) if delivered by first-class registered or certified mail, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, and (C) if delivered by electronic mail, when sent (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient), and will be delivered and addressed as follows:

(i)

if to the Company, to:

(ii)

if to the Holder, to:

11.

AMENDMENT AND WAIVER. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

12.	GOVERNING LAW; JURISDICTION; JURY TRIAL.

(a)

This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 10(i) or such other address as the Company subsequently delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.

(b)

THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

13.

REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

14.

TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company; provided that this Warrant and the Warrant Shares may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee. The transfer of this Warrant shall be recorded on the books of the Company upon receipt by the Company of a written notice of transfer at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer (a “Transfer Notice”). Until the Company receives such Transfer Notice and payment in full of such amounts, the Company may treat the Holder as the owner for all purposes.

15.

SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties hereto or the practical realization of the benefits that would otherwise be conferred upon the parties hereto. The parties hereto will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

16.

TAX TREATMENT. The Company and the Holder hereby acknowledge and agree that, for U.S. federal income tax purposes, (a) the Warrant is part of an “investment unit” within the meaning of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), that includes the Loans, and (b) the Company will determine the issue price (within the meaning of Section 1273(b) of the Code) of the investment unit and the allocation of such issue price between the Loans and Warrant consistent with this Section 16 and Section 1.1273-2(h) of the Treasury Regulations, and the Company will inform the Holder of such determinations. The parties hereto agree to report all income tax matters with respect to the Warrants consistent with this Section 16 and shall not take any action or file any tax return, report or declaration inconsistent herewith unless required to do so by a change in applicable law or by a tax authority following an audit or examination.

17.	CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a)

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)

“Bloomberg” means Bloomberg L.P.

(c)

“Board” means the Board of Directors of the Company.

(d)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York or Austin, Texas are authorized or required by law to remain closed.

(e)

“Change of Control Transaction” means (i) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party, except any such merger or consolidation in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or the resulting corporation (or other entity) or (2) if the surviving or the resulting corporation (or other entity) is a wholly owned subsidiary of another corporation (or other entity) immediately following such merger or consolidation, the ultimate parent corporation (or other entity) of such surviving or resulting corporation (or other entity), (ii) the acquisition or transfer (whether by merger, consolidation or otherwise and whether by the Company or any other Person), in one transaction or a series of related transactions, by or to a Person or group of Persons (other than an underwriter of the Company’s securities) of shares of the Company’s capital stock if, after the closing of such transaction or series of related transactions, such Person or group of Persons would hold at least 50%, by voting power, of the capital stock of the Company (or the surviving or acquiring entity), (iii) the sale, lease, license, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries, taken as a whole, except where such sale, lease, license, transfer or other disposition is to a wholly owned subsidiary of the Company, (iv) a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger, consolidation or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires a majority, by voting power, of the capital stock of the Company, or (v) a “Change of Control” with respect to the Financing Agreement.

(f)

“Common Stock” means (i) the Company’s Common Stock, par value $0.0001 per share, and (ii) and any class and/or series of Company capital stock for or into which such Common Stock may be converted or exchanged in a reorganization, recapitalization or similar transaction.

(g)

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(h)

“Expiration Date” means March 1, 2030.

(i)

“Expiration Time” means 5:00 p.m. Eastern time on the Expiration Date.

(j)

“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(k)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(l)

“Principal Market” means the Nasdaq Capital Market or such other national securities exchange or securities market on which the Common Stock is then principally traded.

(m)

“SEC” means the United States Securities and Exchange Commission, or any successor governmental authority.

(n)

“Securities Act” means the United States Securities Act of 1933, as amended.

(o)

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market as in effect on the date of delivery of the applicable Notice of Exercise.

(p)

“Trading Day” means any day on which the Common Stock is traded on the Principal Market.

(q)

“Transaction Documents” means this Warrant and any agreement entered into by and between the Company and the Holder pursuant hereto, as applicable (excluding the Financing Agreement and the Loan Documents (as defined in the Financing Agreement)).

(r)

“Transfer Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.

	DIGITAL TURBINE, INC.
	By:
	Name:
	Title:

By:
Name:
Title: Authorized Signatory

[  ]

in lawful money of the United States, by check or wire transfer in immediately available funds; or

[  ]

pursuant to a Cashless Exercise pursuant to Section 2(c) of the Warrant.

HOLDER, or Assignee
(Signature)
(Name and Title)
(Date)