AMENDMENT TO COMMON STOCK PURCHASE WARRANT

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).

WHEREAS, the Company, Digital Turbine Media, Inc. (f/k/a Appia, Inc.) and the Registered Holder have executed and delivered that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of March 6, 2015; and

WHEREAS, pursuant to the Purchase Agreement, the Company and the Registered Holder have agreed to amend that certain Common Stock Purchase Warrant (the “Existing Warrant”), dated as of March 6, 2015, issued by the Company and delivered to the Registered Holder, in the manner provided in this Amendment (the Existing Warrant, as so amended, the “Warrant”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

The parties hereto have executed this Amendment as of the date first written above.