Exhibit 10.1

AMENDMENT
TO
EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”) to the Employment Agreement (as defined below) is made and entered into as of May 26, 2016 by Digital Turbine, Inc., a Delaware corporation (the “Employer”), and William Stone (the “Executive”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Employment Agreement.

WHEREAS, the Employer and the Executive entered into that certain Employment Agreement, dated as of July 31, 2014 (the “Employment Agreement”), pursuant to which the Executive currently is serving as Chief Executive Officer of the Employer;

WHEREAS, the Board of Directors has determined that the Employer should make certain amendments to the Employment Agreement as further described herein; and

WHEREAS, the Employer and the Executive desire to enter into this Amendment to effectuate such amendments to the Employment Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree to amend the Employment Agreement, as follows:

1.                  Amendment to Section 3 of the Employment Agreement. Section 3 of the Employment Agreement is amended to read as follows:

2.                  Term. Subject to the provisions of Section 6, the term of employment pursuant to this Agreement shall commence on the Transition Date and such continue through and including March 31, 2018 (the “Term”)

3.                  Amendment to Section 4(b)(ii) of the Employment Agreement. Section 4(b)(ii) of the Employment Agreement is amended by replacing “the Year 1 Period and the Year 2 Period” with “the Year 1 Period, the Year 2 Period and the Year 3 Period”.

4.                  Amendment to Section 4(b)(iii) of the Employment Agreement. Section 4(b)(iii) of the Employment Agreement is amended to read as follows:

(iii) Any bonus amounts due under subsection (b)(i) and (b)(ii) of this Section 4 (x) shall be paid within thirty (30) days after the revenue and EBITDA criteria are determined for the applicable period in the manner described in Schedule A, but not later than two and one-half (2-1/2) months following the later of the last day of the calendar year or the last day of the Employer’s fiscal year in which the applicable period with respect to which the bonus is determined ends, and (y) shall be conditioned on the Executive being employed throughout the entire applicable period with respect to which the bonus is determined.

5.                  Amendment to Section 4(e) of the Employment Agreement. Section 4(e) of the Employment Agreement is amended by the addition of the following subsection (iii) to the end thereof:

(iii) On May 26, 2016, the Employer shall grant the Executive a stock option to purchase 100,000 shares of common stock of the Employer, at an exercise price equal to the closing price of the Employer’s common stock on the Nasdaq Capital Market on such date, under the Employer’s Amended and Restated 2011 Equity Incentive Plan. Such stock option shall be subject to the terms and conditions of the Employer’s standard stock option agreement under such plan, and shall vest as follows: (x) options pertaining to 25,000 shares shall vest on the first anniversary of the grant date; (y) options pertaining to 75,000 shares shall vest on a monthly basis over the three-year period following the first anniversary of the grant date (options pertaining to 1/36^th of such remaining shares per month); and (z) all unvested options under such grant shall vest immediately upon the occurrence of a Change of Control.

6.                  Amendment to Section 4(f) of the Employment Agreement. Section 4(f) of the Employment Agreement is amended by the addition of the following sentence to the end thereof:

The Executive shall be entitled to an additional one-time bonus of One Hundred Thousand Dollars ($100,000) payable within five (5) days of signing the May 16, 2016 Amendment to this Agreement.

7.                  Amendment to Schedule A of the Employment Agreement. Effective for fiscal periods beginning April 1, 2016 and thereafter (the Year 2 Period and the Year 3 Period), Schedule A of the Employment Agreement is amended to read as attached to this Amendment. All provisions of the prior Schedule A that were to be applicable to the Year 2 Period are hereby revoked, terminated and of no force or effect.

8.                  Miscellaneous.

a.                   All other provisions of the Employment Agreement not specifically referenced herein shall remain in full and force and effect.

b.                   In the event of a conflict between this Amendment and the Employment Agreement, this Amendment shall govern.

c.                   The Employment Agreement may only be amended further by a written agreement executed by the parties hereto.

d.                  This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Schedule A