Digital Turbine Inc

The Company entered into a Third Amendment to the New Credit Agreement on February 5, 2024 to provide further financing flexibility to fund growth initiatives and meet general corporate obligations. The Third Amendment to the New Credit Agreement amended the maximum consolidated secured net leverage covenant and the minimum consolidated net interest coverage covenant. In addition, it increased the limit of permitted, other investments, including equity investments and joint ventures from $20,000 in the aggregate in any fiscal year of the Company to $75,000 and increased the annual interest rate, which will be SOFR plus between 1.50% and 2.75%, based on the Company’s consolidated secured net leverage ratio. The description of the Third Amendment provided herein is qualified by reference to the Third Amendment, which is attached to this Form 10-Q as Exhibit 10.2 and is incorporated by reference herein.

On February 5, 2024, the company entered into a Master Agreement (“Master Agreement”) with One Store Co., Ltd. (“One Store”), pursuant to which (a) the Company would invest $10,000 into One Store in exchange for shares of common stock of One Store, (b) upon the achievement of a performance milestone, the Company would invest an additional $10,000 into One Store in exchange for shares of common stock of One Store, which milestone would be achieved upon (i) the execution of a joint venture agreement between the Company and One Store, which joint venture would operate the alternative app market business for the companies in Europe (the “European Joint Venture”), and (ii) the entry into an agreement between One Store and at least two major carriers pursuant to which such major carriers would preload an ADK that would contain the Company’s Ignite SDK functions (provided, that either party may terminate this funding obligation if such funding does not occur within 18 months of the initial funding), (c) upon the achievement of a second performance milestone, the Company would invest an additional $10,000 into One Store in exchange for shares of common stock of One Store, which milestone would be achieved upon the deployment of a device in Europe by a major carrier preloaded with an ADK that would contain the Company’s Ignite SDK functions (provided, that either party may terminate this funding obligation if such funding does not occur by December 31, 2025), and (d) the Company would invest $5,000 in the European Joint Venture upon achievement of the first above performance milestone and an additional $10,000 into the European Joint Venture upon achievement of the second above performance milestone. The Company would receive a 49.9% interest in the European Joint Venture. The description of the Master Agreement provided herein is qualified by reference to the Master Agreement, which is attached to this Form 10-Q as Exhibit 10.3 and is incorporated by reference herein.

On February 6, 2024, the Company and Matt Gillis entered into a mutual Separation and Release Agreement pursuant to which the employment of Matt Gillis, President of the Company, will terminate effective on March 31, 2024. Under the Separation and Release Agreement (1) Mr. Gillis would provide transition services to the Company until March 31, 2024, (2) Mr. Gillis would be eligible to receive his annual bonus for fiscal year 2024 (if any) to the extent earned and payable under the terms of the Company’s annual bonus plan, (3) the Company will pay Mr. Gillis a severance amount of $420, (4) the Company will automatically accelerate the vesting of his stock option and RSU equity awards that were scheduled to vest through June 30, 2024, and (5) Mr. Gillis would provide the Company a release. The Separation and Release Agreement is filed as Exhibit 10.4 to this Form 10-Q and is incorporated in this Item 5 by reference.

On February 5, 2024, Mike Miller, the Chief Accounting Officer of the Company, resigned from his positions with the Company to be effective on February 27, 2024.

Barrett Garrison, the Chief Financial Officer of the Company, will assume the responsibilities of the principal accounting officer of the Company in addition to his responsibilities as the principal financial officer of the Company. Mr. Garrison’s biographical information and employment agreement are disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 18, 2023.