Unassociated Document


    ALLONGE
      TO WARRANT TO PURCHASE 1,092,622 SHARES

    


    This
      Allonge (this “Allonge”) to that certain warrant issued by Mandalay Media, Inc.
      (the “Company”) to ValueAct Smallcap Master Fund, L.P. (“Holder”) to purchase up
      to a total of 1,092,622 shares of common stock, $0.0001 par value per share
      (“Common Stock”) of the Company, at an exercise price equal to $7.55 per share
      (the “Warrant”), is made and entered into as of October 23, 2008, by and between
      the Company and the Holder, and is firmly affixed to and made a part of the
      Warrant.

     

    FOR
      GOOD
      AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
      acknowledged, the Company and Holder hereby agree that the Warrant is hereby
      amended as set forth below. Capitalized terms used but not defined herein shall
      have the meaning set forth in the Warrant.

     

    1. The
      Exercise Price of “$7.55 per share” is hereby deleted and “$4.00 per share” is
      hereby substituted in its place.

     

    2. The
      text
      contained in Section 3 is hereby deleted and replaced with the
      following:

    


    3. Lock-Up.
      Holder
      agrees with the Company that, during a period of one (1) year from the date
      of
      the Effective Time (as such term is defined in the Agreement and Plan of Merger
      by and among the Company, Twistbox Acquisition, Inc., Twistbox Entertainment,
      Inc. ("Twistbox")
      and
      Adi McAbian and Spark Capital L.P. as representatives of the stockholders of
      Twistbox), Holder will not, directly or indirectly, (i) offer, pledge, sell,
      contract to sell, sell any option or contract to purchase, purchase any option
      or contract to sell, grant any option, right or warrant for the sale of, or
      otherwise dispose of or transfer any Warrant Shares or any securities
      convertible into or exchangeable or exercisable for Warrant Shares, or file,
      or
      cause to be filed, any registration statement under the Securities Act with
      respect to any of the foregoing (collectively, the "Lock-Up
      Securities")
      or
      (ii) enter into any swap or any other agreement or any transaction that
      transfers, in whole or in part, directly or indirectly, the economic consequence
      of ownership of the Lock-Up Securities, whether any such swap or transaction
      is
      to be settled by delivery of Warrant Shares, in cash or otherwise. The Holder
      also agrees and consents to the entry of stop transfer instructions with the
      Company's transfer agent and registrar against the transfer of the Holder's
      Warrant Shares except in compliance with the foregoing
      restrictions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. All
      references to the “Warrant” and any other instrument or document delivered in
      connection therewith shall be deemed to mean the Warrant as amended by this
      Allonge.

     

    4. As
      hereby
      amended, the Warrant is hereby ratified and confirmed in all
      respects.

     

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    IN
      WITNESS WHEROF, THE EXECUTION hereof as an instrument under seal as of the
      date
      first set forth above and shall be governed by the laws of the State of New
      York.

    

      
        	
                MANDALAY
                  MEDIA, INC.

              
	 	 
	
                By:

              	
                /s/
                  James Lefkowitz

              
	
                Its:

              	
                President

              
	 	 
	
                VALUEACT
                  SMALLCAP MASTER FUND, L.P., 

              
	
                By
                  VA Smallcap Partners, LLC, its General Partner

              
	 	 
	
                By:

              	
                /s/
                  David Lockwood

              
	
                Name:

              	
                David
                  Lockwood

              
	
                Title:

              	
                Managing
                  Member

              


      

    

     

    
      
        
        

      

      
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