NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

     

    MANDALAY
      MEDIA, INC.

     

    WARRANT

     

    
      	
              Warrant
                No. [●]

            	
              Date
                of Original Issuance: _____________

            


    

    


    Mandalay
      Media, Inc.,
      a
      Delaware corporation (the "Company"),
      hereby
      certifies that, for value received, ______________ or its registered assigns
      (the "Holder"),
      is
      entitled to purchase from the Company up to a total of [●][FIFTY PERCENT OF THE
      NUMBER OF SHARES PURCHASED] shares
      of
      common stock, $0.0001 par value per share (the "Common
      Stock"),
      of the
      Company (each such share, a "Warrant
      Share"
      and all
      such shares, the "Warrant
      Shares"),
      at an
      exercise price equal to $2.67 per share (as adjusted from time to time as
      provided in Section 9,
      the
"Exercise
      Price"),
      at any
      time and from time to time from and after the date hereof and through and
      including October [●], 2013 (the "Expiration
      Date"),
      and
      subject to the following terms and conditions:

     

    1. Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein shall have the meanings given to such terms
      in
      the Securities Purchase Agreement of even date herewith to which the Company
      and
      the original Holder are parties (the "Securities
      Purchase Agreement").
      This
      warrant is one of a series of warrants (collectively, the “Warrants”)
      issued
      pursuant to and in connection with the Securities Purchase
      Agreement.

     

    2. Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the "Warrant
      Register"),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent written notice to the contrary.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a "New
      Warrant"),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. 

     

    4. Exercise
      and Duration of Warrants.
      

     

    (a) This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date hereof to and including the Expiration Date. At
      5:30 p.m., New York City time on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value;
      provided that,
      on the
      Expiration Date, if the closing price of the Common Stock as reported on the
      New
      York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market,
      the NASDAQ Capital Market or the OTC Bulletin Board, as applicable (the
“Trading
      Market”),
      exceeds the then applicable Exercise Price, this Warrant shall be deemed to
      have
      been exercised in full (to the extent not previously exercised) on a "cashless
      exercise" basis immediately prior to expiration thereof.

     

    (b) A
      Holder
      may exercise this Warrant by delivering to the Company (i) an exercise notice,
      in the form attached hereto (the "Exercise
      Notice")
      (with
      the attached Warrant Shares Exercise Log), appropriately completed and duly
      signed along with the Warrant, and (ii) payment of the then applicable
      Exercise Price for the number of Warrant Shares as to which this Warrant is
      being exercised (which may take the form of (x) cash or (y) a "cashless
      exercise" pursuant to Section
      10
      below),
      and the date such items are delivered to the Company (as determined in
      accordance with the notice provisions hereof) is a "Date
      of Exercise."
      Execution and delivery of the Exercise Notice shall have the same effect as
      cancellation of the original Warrant and issuance of a New Warrant evidencing
      the right to purchase the remaining number of Warrant Shares.

     

    5. Delivery
      of Warrant Shares.
      

     

    (a) Upon
      exercise of this Warrant, the Company shall promptly issue or cause to be issued
      and cause to be delivered to or upon the written order of the Holder a
      certificate for the Warrant Shares issuable upon such exercise.

     

    (b) This
      Warrant is exercisable, either in its entirety or, from time to time, in part.
      Upon surrender of this Warrant following one or more partial exercises, the
      Company shall issue or cause to be issued, at its expense, a New Warrant
      evidencing the right to purchase the remaining number of Warrant
      Shares.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (c) The
      Company's obligations to issue and deliver Warrant Shares in accordance with
      the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person (as
      defined herein) or any action to enforce the same, or any setoff, counterclaim,
      recoupment, limitation or termination, or any breach or alleged breach by the
      Holder or any other Person of any obligation to the Company or any violation
      or
      alleged violation of law by the Holder or any other Person, and irrespective
      of
      any other circumstance which might otherwise limit such obligation of the
      Company to the Holder in connection with the issuance of Warrant Shares. Nothing
      herein shall limit a Holder's right to pursue any other remedies available
      to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company's
      failure to timely deliver certificates representing shares of Common Stock
      upon
      exercise of the Warrant as required pursuant to the terms hereof. "Person"
      shall
      mean any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company or joint stock
      company), firm or other enterprise, association, organization, entity or
      governmental entity

     

    6. Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificates for Warrant
      Shares or Warrants in a name other than that of the Holder. The Holder shall
      be
      responsible for all other tax liability that may arise as a result of holding
      or
      transferring this Warrant or receiving Warrant Shares upon exercise
      hereof.

     

    7. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe. If a New Warrant is requested as a result of a mutilation of this
      Warrant, then the Holder shall deliver such mutilated Warrant to the Company
      as
      a condition precedent to the Company's obligation to issue the New
      Warrant.

     

    8. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      9).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable. The Company will take all such action as may be necessary to
      assure that such Warrant Shares may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of any
      securities exchange, over-the-counter bulletin board or automated quotation
      system upon which the Common Stock may be listed.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    9. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      9.

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination. 

     

    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant, or any portion hereof, is outstanding and unexpired
      there shall be (i) a reorganization (other than a combination, reclassification,
      exchange or subdivision of shares otherwise provided for herein), (ii) a merger
      or consolidation of the Company with or into another Person in which the Company
      is not the surviving entity, or a reverse triangular merger in which the Company
      is the surviving entity but the shares of the Company's capital stock
      outstanding immediately prior to the merger are converted by virtue of the
      merger into other property, whether in the form of securities, cash or
      otherwise, (iii) a sale of all or substantially all of the Company's assets
      to
      another Person in one or a series of related transactions, (iv) any tender
      offer
      or exchange offer (whether by the Company or another Person) completed pursuant
      to which holders of Common Stock are permitted to tender or exchange their
      shares for other securities, cash or property, or (v) any reclassification
      of
      the Common Stock or any compulsory share exchange pursuant to which the Common
      Stock is effectively converted into or exchanged for other securities, cash
      or
      property (each of (i)-(v), a "Fundamental
      Transaction"),
      then,
      as a part of such Fundamental Transaction, lawful provision shall be made so
      that the Holder shall thereafter be entitled to receive upon exercise of this
      Warrant, during the period specified herein and upon payment of the Exercise
      Price then in effect, the number of shares of stock or other securities or
      property resulting from a Fundamental Transaction that a Holder upon exercise
      of
      this Warrant would have been entitled to receive in such Fundamental Transaction
      if this Warrant had been exercised immediately before such Fundamental
      Transaction, all subject to further adjustment as provided in this Section
      9.
      The
      foregoing provision of this Section
      9(b)
      shall
      similarly apply to successive reorganizations, consolidations, mergers, sales
      and transfers and to the stock or securities of any other corporation that
      are
      at the time receivable upon the exercise of this Warrant. If holders of Common
      Stock are given any choice as to the securities, cash or security to be received
      in a Fundamental Transaction, then the Holder shall be given the same choice.
      If
      the per share consideration payable to the Holder for shares in connection
      with
      any such transaction is in a form other than cash or marketable securities,
      then
      the value of such consideration shall be determined in good faith by the
      Company's Board of Directors. If the per share consideration payable to the
      Holder for shares in connection with any such transaction is in a form other
      than cash or marketable securities, appropriate adjustment (as determined in
      good faith by the Company's Board of Directors) shall be made in the application
      of the provisions of this Warrant with respect to the rights and interests
      of
      the Holder after the transaction (including provisions for adjustment to the
      Exercise Price), to the end that the provisions of this Warrant shall be
      applicable after that event, as near as reasonably may be, in relation to any
      shares or other property deliverable after that event upon exercise of this
      Warrant. The terms of any agreement pursuant to which a Fundamental Transaction
      is effected shall include terms requiring any such successor or surviving entity
      to comply with the provisions of this Section
      9(b)
      and
      insuring that the Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (c) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section
      9,
      the
      number of Warrant Shares that may be purchased upon exercise of this Warrant
      shall be increased or decreased proportionately, so that after such adjustment
      the aggregate Exercise Price payable hereunder for the adjusted number of
      Warrant Shares shall be the same as the aggregate Exercise Price in effect
      immediately prior to such adjustment.

     

    (d) Calculations.
      All
      calculations under this Section
      9
      shall be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the disposition of any such shares shall be considered an issue
      or
      sale of Common Stock.

     

    (e) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder and to the Company's transfer agent.

     

    (f) Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such
      transaction, at least ten business days prior to the applicable record or
      effective date on which a Person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided,
      however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such
      notice.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    10. Payment
      of Exercise Price.
      The
      Holder may pay the Exercise Price in one of the following manners:

     

    (a) Cash
      Exercise.
      The
      Holder may deliver immediately available funds to an account designated by
      the
      Company; or

     

    (b) Cashless
      Exercise.
      The
      Holder may notify the Company in an Exercise Notice of its election to utilize
      cashless exercise, in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows:

     

    X
      = Y
      [(A-B)/A]

     

    where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      average of the closing bid and asked prices of the Common Stock quoted in the
      Over-The-Counter Market Summary or the last reported sale price of Common Stock
      or the closing price quoted on any other Trading Market on which the Common
      Stock is listed, whichever is applicable, for the five trading days immediately
      prior to (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued.

     

    11. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Holder shall not have or exercise any rights
      by virtue hereof as a stockholder of the Company.

     

    12. No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would otherwise
      be issuable, the Company shall pay cash equal to the product of such fraction
      multiplied by the closing price of one Warrant Share as reported by the
      applicable Trading Market on the date of exercise.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    13. Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section
      13
      prior to
      5:30 p.m. (New York City time) on a business day, (ii) the next business day
      after the date of transmission, if such notice or communication is delivered
      via
      facsimile at the facsimile number specified in this Section
      13
      on a day
      that is not a business day or later than 5:30 p.m. (New York City time) on
      any
      business day, (iii) the business day following the date of mailing, if sent
      by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to the Company, to Mandalay Media, Inc., 2121
      Avenue of the Stars, Suite 2550, Los Angeles, CA 90067 Attention: President,
      Facsimile No.: 310-277-2741 or such other address as the Company shall so notify
      the Holder, or (ii) if to the Holder, to the address or facsimile number
      appearing on the Warrant Register or such other address or facsimile number
      as
      the Holder may provide to the Company in accordance with this Section
      13.

     

    14. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 10 business days'
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder's last address as shown
      on
      the Warrant Register.

     

    15. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.

     

    (b) ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK,
      INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES
      327(b).
      EACH
      PARTY 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 (INCLUDING WITH RESPECT
      TO
      THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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 IMPROPER. EACH PARTY 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 VIA REGISTERED OR
      CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
      AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT 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. THE COMPANY HEREBY WAIVES
      ALL
      RIGHTS TO A TRIAL BY JURY.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (c) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (d) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    (e) This
      Warrant may be executed and acknowledged in one or more counterparts by the
      different parties hereto, each of which when executed shall be deemed to be
      an
      original but all of which taken together shall constitute one and the same
      instrument.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

    

      
        	 	
                MANDALAY
                  MEDIA, INC.

              
	 	 
	 	
                By:

              	
                        

              	 
	 	
                Name:

              
	 	
                Title:

              


      

    

     

     

    Acknowledged
      and accepted: 

     

     

    [●]

     

    

      
        	
                By:

              	
                  

              	 	 
	
                Name:

              	 
	
                Title:

              	 


      

    

     

    [Signature
      Page to Warrant]


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    FORM
      OF EXERCISE NOTICE

     

    To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant.

     

    To:
      MANDALAY MEDIA, INC.

     

    The
      undersigned is the Holder of Warrant No. _______ (the "Warrant")
      issued
      by Mandalay Media, Inc., a Delaware corporation (the "Company").
      Capitalized terms used herein and not otherwise defined have the respective
      meanings set forth in the Warrant.

     

    
      	
              (1)

            	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


    

     

    
      	
              (2)

            	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


    

     

    
      	
              (3)

            	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


    

     

    ____ "Cash
      Exercise" under Section 10

     

    ____ "Cashless
      Exercise" under Section 10

     

    
      	
              (4)

            	
              If
                the Holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              (5)

            	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              (6)

            	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


    

    

      
        	
                Dated:                   ,
                           

              	
                Name
                  of Holder:

              
	 	 
	 	
                (Print)

              	
                 

              
	 	 
	 	
                By:

              	
                 

              
	 	
                Name:

              	
                 

              
	 	
                Title:

              	
                 

              
	 	 
	 	
                (Signature
                  must conform in all respects to name of holder as specified on
                  the face of
                  the Warrant)

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Warrant
      Shares Exercise Log

     

    
      
        	
                Date

              	 	
                Number of Warrant

                Shares Available to be

                Exercised

              	 	
                Number of Warrant Shares

                Exercised

              	 	
                Number of

                Warrant Shares

                Remaining to

                be Exercised

              	 
	
                           

              	 	 	 	 	 	 	 	 	 	 
	
                           

              	 	 	 	 	 	 	 	 	 	 
	
                           

              	 	 	 	 	 	 	 	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MANDALAY
      MEDIA, INC.

    WARRANT
      ORIGINALLY ISSUED OCTOBER
      [●], 2008

    WARRANT
      NO. [●]

     

    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company with full power of substitution in the
      premises.

     

    Dated: _______________,
      ____

     

    
      	 
	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            
	 
	 
	
              Address
                of Transferee

            
	 
	 
	 
	 
	 


    

     

    
      	
              In
                the presence of: