Convertible Note Deed


 


Digital
Turbine Australia Pty Ltd


ACN 163
117 253


 


And


 


Mandalay
Digital Group Inc.


 


And


 


Zingo (Aust)
Pty Ltd ACN 114 185 269


 


		
        Level 12, 77 King Street Sydney NSW 2000 Australia

        Reference  1355962

             Andrew Bristow

        Ó
        Copyright Herbert Geer Lawyers



 




    	 



    	 



    

 


Table of contents


 


 


	Clause	 	 	Page
	 	 	 	 
	Details	1
	 	 
	Operative terms	2
	 	 	 	 
	1.	DEFINED TERMS	2
	 	 	 	 
	 	1.1	Defined terms	2
	 	 	 	 
	 	1.2	Interpretation	6
	 	 	 	 
	 	1.3	Headings	7
	 	 	 	 
	 	1.4	Weekends and holidays	7
	 	 	 	 
	 	1.5	Inclusive expressions	7
	 	 	 	 
	2.	Issue of Convertible Notes	7
	 	 	 	 
	 	2.1	Application	7
	 	 	 	 
	 	2.2	Actions on the Commencement Date	7
	 	 	 	 
	 	2.3	Convertible Note terms	7
	 	 	 	 
	 	2.4	Simultaneous actions	7
	 	 	 	 
	3.	warranties	8
	 	 	 	 
	 	3.1	Digital representations and warranties	8
	 	 	 	 
	 	3.2	Survival of representations and warranties	8
	 	 	 	 
	4.	MANDALAY GUARANTEE	8
	 	 	 	 
	 	4.1	Guarantee of Digital’s obligations	8
	 	 	 	 
	 	4.2	Liability not affected	9
	 	 	 	 
	 	4.3	Guarantee continuing	9
	 	 	 	 
	5.	Notices and other communications	9
	 	 	 	 
	 	5.1	Service of notices	9
	 	 	 	 
	 	5.2	Effective on receipt	9
	 	 	 	 
	6.	MISCELLANEOUS	10
	 	 	 	 
	 	6.1	Costs and stamp duty	10
	 	 	 	 
	 	6.2	Further acts	10
	 	 	 	 
	 	6.3	Entire understanding	10
	 	 	 	 
	 	6.4	No waiver or variation	10
	 	 	 	 
	 	6.5	Discretion in exercising rights	10
	 	 	 	 
	 	6.6	Partial exercise of rights	10
	 	 	 	 
	 	6.7	No partnership or agency	10
	 	 	 	 
	 	6.8	Severance	11
	 	 	 	 
	 	6.9	Assignment	11
	 	 	 	 
	 	6.10	Application of legislation	11
	 	 	 	 
	 	6.11	Counterparts	11
	 	 	 	 
	 	6.12	Provisions survive completion	11
	 	 	 	 
	 	6.13	Indemnity	11


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	 



    	 



    

 


TABLE
OF CONTENTS (continued)


 


 


	Clause	 	 	Page
	 	 	 	 
	 	6.14	Powers of Attorney	11
	 	 	 	 
	 	6.15	Recitals	12
	 	 	 	 
	 	6.16	Exclusion of implied terms	12
	 	 	 	 
	 	6.17	Rule of construction	12
	 	 	 	 
	 	6.18	Method of payment	12
	 	 	 	 
	7.	GOVERNING LAW AND JURISDICTION	12
	 	 	 	 
	Signing page	13
	 	 
	Schedule 1	14
	 	 	 	 
	 	Terms of issue of Note	14


 


	Annexure A
	 	 
	 	Security Deed
	 	 
	Annexure B
	 	 
	 	Intercreditor Deed


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	 



    	 



    

 


Details


 


	Date of this Deed	 


 


	Digital	Name	Digital Turbine Australia Pty Ltd ACN 163 117 253


 


	Mandalay	Name	Mandalay Digital Group Inc. 


 


	Noteholder	Name	Zingo (Aust) Pty Ltd ACN 114 185 269


 


	Recitals	A.             Digital has agreed to issue the Note to Noteholder.  The Note is convertible into Mandalay Shares as part consideration under the Share Purchase Agreement.
	 	B.             This Deed contains the terms and conditions that apply in respect of the issue of the Note and related matters. 
	 	C.             Mandalay agrees to guarantee all payments by Digital under the terms of the Note and to issue Mandalay Shares in accordance with the terms of this Note.


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	 



    	 



    

 


Operative terms


 


		1.	DEFINED TERMS



 


		1.1	Defined terms



 


In this Deed:


 


Authorisation
means any approval, authorisation, consent, exemption, filing, licence, notarisation, registration or waiver, however described,
and any renewal of or variation to any of them.


 


Business Day means:


 


		(a)	for receiving a notice under Clause 5, a day that is not a Saturday, Sunday, public
holiday or bank holiday in the place where the notice is received; and



 


		(b)	for all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in
Sydney, New South Wales, Australia.



 


Business Hours means
from 9.00am to 5.00pm on a Business Day.


 


Commencement Date means
the date on which this Deed is executed by the parties.


 


Conversion means the
conversion of the Note into Mandalay Shares in accordance with this Deed and Convert and Converted have a corresponding
meaning.


 


Conversion Date means
the date that the Notes are Converted in accordance with this Deed.


 


Conversion Notice means
a written notice signed by Noteholder delivered to Digital notifying Digital and Mandalay that Noteholder requires Conversion to
occur in respect of the Note.


 


Conversion Price means
USD $0.73 per Mandalay share (adjusted for any division or consolidation of capital, share split or other capital reorganisation
that occurs after the date of this Deed and prior to the Conversion Date) converted to Australian dollars using the exchange rate
applicable as at the date of conversion.


 


Controller
has the meaning given in the Corporations Act.


 


Corporations Act means
the Corporations Act 2001 (Cth).


 


Deed means this Convertible
Note Deed including all schedules and annexures to it, as varied or replaced from time to time.


 


Event of Default means
the occurrence of any of the following events:


 


		(a)	(non-payment) Digital or Mandalay fails to pay an amount that is due and owing under this
Deed when due (or, if such failure is solely due to an administrative or systems error arising in the transmission of funds, within
2 Business Days after the due date);



 


		(b)	(Schedule 1) Digital or Mandalay fail to comply with Schedule 1 of this Deed;



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	2



    	 



    

 


		(c)	(other obligation not complied with) Digital or Mandalay fail to comply with any obligation
under this Deed (other than an obligation referred to in (a) or (b) above) and, if capable of being remedied, it continues unremedied
for 10 Business Days after the earlier of:



 


		(i)	receipt by Digital or Mandalay of a notice from the Noteholder identifying the failure to comply;
or



 


		(ii)	Digital or Mandalay becoming aware of the failure to comply;



 


		(d)	(Insolvency Event) an Insolvency Event occurs in respect of Digital or Mandalay;



 


		(e)	(ceasing business) Digital or Mandalay ceases, or threatens to cease, to carry on all or
a material part of their business;



 


		(f)	(loss of priority) a Security Interest created by or purportedly created by the Security
Deed does not have or ceases to have first ranking priority or becomes ineffective to secure the payment of the Secured Money or
performance of the Secured Obligations (each as defined in the Security Deed) unless the Noteholder has failed to register the
Security Deed on the relevant register; and



 


		(g)	(provisions void):



 


		(i)	Digital or Mandalay claims that any provision of this Deed or the Security Deed is or becomes void,
voidable, illegal or unenforceable;



 


		(ii)	Digital or Mandalay takes any action to terminate, rescind or avoid any provision of this Deed
or the Security Deed; or



 


		(iii)	the execution, delivery or performance of a Transaction Document breaches or results in a contravention
of any applicable law.



 


External
Administrator means an administrator, Controller, trustee, provisional liquidator, liquidator or any other person (however
described) holding or appointed to an analogous office or acting in an analogous capacity.


 


Face Value means the
face value of the Note, which, as at the date of this Deed, is $2,280,000.


 


Insolvency Event means,
in respect of a person, any of the following occurring:


 


		(a)	an order is made, or the person passes a resolution or takes any other steps, for its winding up;



 


		(b)	an application is made for its winding up and, if the application is capable of being set aside
is not set aside within 10 Business Days of being made;



 


		(c)	any of the following occurs:



 


		(i)	an External Administrator is appointed or any steps are taken to appoint an External Administrator;
or



 


		(ii)	a resolution is passed to appoint an External Administrator, to the person
or any asset of the person;



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	3



    	 



    

 


		(d)	a Security Interest is enforced, or becomes capable of being enforced against an asset of the person,
in each case involving a claim of in excess of $50,000;



 


		(e)	a distress, execution, attachment or other process is levied, issued against or enforced upon an
asset of the person in an amount of in excess of $50,000 which is not set aside or satisfied within 10 Business Days;



 


		(f)	a judgement is obtained against the person for more than $50,000 which is not set aside or satisfied
within 10 Business Days;



 


		(g)	the person:



 


		(i)	suspends payment of its debts generally;



 


		(ii)	is unable, or states that it is unable, to pay its debt when they fall due;



 


		(iii)	takes any action seeking protection from creditors or bankruptcy; or



 


		(iv)	is presumed by law to be insolvent;



 


		(h)	the person enters into or takes any step to enter into any compromise or arrangement with, or assignment
for the benefit of, any of its members or creditors;



 


		(i)	the person implements a merger, demerger or scheme of arrangement with any person;



 


		(j)	if a registered corporation under the Corporations Act, the person is deregistered, or any steps
are taken to deregister the person under the Corporations Act;



 


		(k)	any analogous event, circumstance, matter or thing,



 


		(l)	unless, in the case of paragraphs (a), (b), (c), (h), (i) or (j) it occurs as part of a solvent
reconstruction with the prior written approval of the Secured Party.



 


Intercreditor
Deed means an agreement in the form and on the terms of Annexure C.


 


Interest
means the aggregate of all amounts of interest (including default interest) payable in respect of the Note which has not been paid
to the Noteholder.


 


Liabilities includes
all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description, but specifically
excludes:


 


		(a)	indirect or consequential loss or damage;



 


		(b)	loss of profits;



 


		(c)	loss of business opportunity; and



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	4



    	 



    

 


		(d)	loss of anticipated savings.



 


Mandalay
Shares means such number of fully paid ordinary shares in the capital of Mandalay given by the formula:


 


	Number of shares =	Subscription Price
	 	Conversion Price


 


and if that
number is not a whole number then the number of shares shall be rounded up to the nearest whole number.


 


Maturity Date means
90 days from the date of this Deed unless that date is not a Business Day in which case the previous Business Day.


 


Note means a convertible
note issued in accordance with the terms of this Deed (including Schedule 1).


 


Outstanding
Amount means the Face Value, Interest and any other amounts payable in respect of the Note to the Noteholder under this Deed.


 


PPSA means
the Personal Property Securities Act 2009 (Cth).


 


Qualified Capital Raise
means a fundraising event or events undertaken by Mandalay after the date of this Deed as a result of which Mandalay


 


		(a)	raises funds through the issue of securities or the raising of debt finance (of no less than AUD$1,000,000
in relation to each event) in an aggregate amount equal to or in excess of the Face Value ; and



 


		(b)	receives the funds raised within 90 days after the date
of this Deed.



 


Redemption means the
redemption of a Convertible Note in accordance with its terms of issue and Redeem and Redeemed have a corresponding
meaning.


 


Redemption Notice means
a written notice signed by Noteholder or Digital and delivered to the other, notifying that Redemption is to occur in respect of
the Note.


 


Related Body Corporate
has the meaning given to that term in section 9 of the Corporations Act.


 


Related Entity has the
meaning given to that term in section 9 of the Corporations Act.


 


Relevant Interest has
the meaning given to that term in Section 9 of the Corporations Act.


 


Security Deed means
a deed on the terms in Annexure 1.


 


Security
Interest means:


 


		(a)	a mortgage, pledge, lien, charge, assignment by way of security, hypothecation, secured interest,
title retention arrangement, preferential right, trust arrangement or other arrangement (including, without limitation, any set-off
or flawed-asset arrangement) having the same or equivalent commercial effect as a grant of security;



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	5



    	 



    

 


		(b)	to the extent not included within paragraph (a) of this definition, a PPSA Security Interest;
or



 


		(c)	an agreement to create or give any arrangement referred to in paragraph (a) or (b)
of this definition.



 


Share Purchase Agreement
means the agreement dated the same date as this Deed for the purchase by Digital of all shares in Mirror Image International Holdings
Pty Ltd ACN 114 859 237 and MIA Technology Australia Pty Ltd ACN 163 065 496.


 


Subordination Agreement
means the agreement on the terms in Annexure 2.


 


Subscription Price means
the Outstanding Amount notified by the Noteholder to Digital and Mandalay which is to be converted into Mandalay Shares.


 


Tax means all forms
of taxes, duties, imposts, charges, withholds, rates, levies or other Governmental impositions of whatever nature and by whatever
authority imposed, assessed or charged, together with all costs, charges, interest, penalties, fines, expenses and other additional
statutory charges incidental or related to the imposition.


 


Vendor means each of
the Vendors named in the Share Purchase Agreement.


 


		1.2	Interpretation



 


In this Deed unless the contrary
intention appears:


 


		(a)	a reference to a person includes a reference to a corporation, an association, joint venture, an
unincorporated body, partnership, government or local authority or agency or other entity;



 


		(b)	a reference to a document or instrument includes the document or instrument as novated, altered,
supplemented or replaced from time to time;



 


		(c)	a reference to time is to Sydney, Australia, time;



 


		(d)	a reference to a party is to a party to this Deed, and a reference to a party to a document includes
the party’s executors, administrators, successors and permitted assigns and substitutes;



 


		(e)	the singular includes the plural and vice versa;



 


		(f)	a reference to any gender includes a reference to all other genders;



 


		(g)	a reference to any legislation or to any provision of any legislation includes a reference to any
modification or re-enactment of or any provisions substituted for such legislation or provisions;



 


		(h)	where an expression is defined, another part of speech or grammatical form of that expression has
a corresponding meaning;



 


		(i)	an agreement, representation or warranty made in favour of two or more persons is made for the
benefit of them jointly and for each of them severally;



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	6



    	 



    

 


		(j)	a period of time dating from a given day or the day of an act or event is to be calculated exclusive
of that day;



 


		(k)	if an act required to be done under this Deed on or by a given day is done after 5.30 pm on
that day, it is taken to be done on the following day; and



 


		(l)	a reference to a recital, clause, paragraph, schedule or annexure is to a recital, clause or paragraph
of, or schedule or annexure to, this Deed, and a reference to this Deed includes any schedule or annexure;



 


		(m)	a reference to sums expressed in dollars or $ is to Australian currency.



 


		1.3	Headings



 


Headings are inserted for convenience
only and do not affect the interpretation of this Deed.


 


		1.4	Weekends and holidays



 


Where any act is required by
this Deed to be done on a given day and that day is not a Business Day then the act is required to be done on the next following
Business Day.


 


		1.5	Inclusive expressions



 


Specifying anything in this
Deed after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not
limit what else is included unless there is express wording to the contrary.


 


		2.	Issue of Convertible Notes



 


		2.1	Application



 


Execution of this Deed constitutes
an application by the Noteholder to subscribe for the Note and an agreement by Digital to issue the Note.


 


		2.2	Actions on the Commencement Date



 


On the Commencement
Date Digital shall:


 


		(a)	issue and allot the Note to the Noteholder; and



 


		(b)	grant a Security Interest over the shares in Mirror Image International Holdings Pty Ltd ACN 114
859 237 and MIA Technology Australia Pty Ltd ACN 163 065 496 in favour of the Noteholder on and subject to the terms of the Security
Deed and the Intercreditor Deed.



 


		2.3	Convertible Note terms



 


The Note
will be issued on and subject to the terms and conditions set out in Schedule 1.


 


		2.4	Simultaneous actions



 


The obligations of the parties
under this Clause 2 are interdependent and conditional upon one another and all actions required to be performed under
this Clause 2 will be taken to have occurred simultaneously.


 





Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	7



    	 



    

 


		3.	warranties



 


		3.1	Digital representations and warranties



 


Digital and Mandalay each represent
and warrant that as at the Commencement Date:


 


		(a)	incorporation: it is a body corporate validly existing under the laws of its place of incorporation;



 


		(b)	power: it has the corporate power to enter into and perform or cause to be performed its
obligations under this Deed and to carry out the transactions contemplated by this Deed;



 


		(c)	corporate authorisations: it has taken all necessary corporate action to authorise the entry
into of this Deed and has taken all necessary corporate action to authorise the performance of this Deed and to carry out the transaction
contemplated by this Deed;



 


		(d)	binding obligations: subject to laws generally affecting creditors' rights and principles
of equity, this Deed is valid and binding upon it;



 


		(e)	solvency: it is solvent and no resolutions have been passed nor has any other step been
taken or legal proceedings commenced or threatened against it for its winding up or dissolution or for the appointment of a liquidator,
receiver, administrator or similar officer over any or all of its assets; and



 


		(f)	no default: this Deed does not conflict with or result in the breach of or default under
any provision of its constitution or trust deed (as applicable) or any writ, order or injunction, judgement, law, rule, regulation
or instrument to which it is party or subject.



 


		3.2	Survival of representations and warranties



 


Each representation and warranty
in this Clause 3:


 


		(a)	is separate and independent and is not limited by reference to any warranty;



 


		(b)	is severable;



 


		(c)	will survive the termination of this Deed; and



 


		(d)	is given with the intent that liability under them will not be confined to breaches which are discovered
prior to the date of termination of this Deed.



 


		4.	MANDALAY GUARANTEE



 


		4.1	Guarantee of Digital’s obligations



 


Mandalay agrees for the benefit
of Noteholder to guarantee the due and punctual performance of all obligations of Digital set out in this Deed and under the terms
of the Note including any payments required under this Deed or on the terms of the Note and the issue of Mandalay Shares on the
Conversion of all or part of the Note.


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	8



    	 



    

 


		4.2	Liability not affected



 


Subject to the terms of the
Intercreditor Deed, Mandalay’s liability under the guarantee contained in this Clause 4 is not affected by anything
which might release or exonerate or otherwise affect it at law or in equity, including, but not limited to one or more of the following:


 


		(n)	the Noteholder granting time or other indulgence to, compromising with or partially releasing Digital
in any way;



 


		(o)	laches, acquiescence, delay, acts or omissions on the part of the Noteholder;



 


		(p)	any variation or novation of a right of the Noteholder;



 


		(q)	any alteration of this Deed or any agreement entered into in the performance of this Deed without
the consent of the Noteholder;



 


		(r)	the insolvency, bankruptcy or winding up of Digital; or



 


		(s)	the invalidity or unenforceability of an obligation of a person other than the Noteholder.



 


		4.3	Guarantee continuing



 


The guarantee
contained in Clause 4.1 is a continuing guarantee and is not discharged by any payment, settlement of account or the occurrence
of any other thing.


 


		5.	Notices and other communications



 


		5.1	Service of notices



 


A notice, demand, consent,
approval or communication under this Deed (Notice) must be:


 


		(a)	in writing, in English and signed by a person duly authorised by the sender; and



 


		(b)	hand delivered or sent by prepaid post or facsimile to the recipient's address for Notices specified
in the Details, as varied by any Notice given by the recipient to the sender.



 


		5.2	Effective on receipt



 


A Notice takes effect when
taken to be received (or at a later time specified in it), and is taken to be received:


 


		(a)	if hand delivered, on delivery;



 


		(b)	if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh
Business Day after the date of posting if posted to or from a place outside Australia);



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	9



    	 



    

 


		(c)	if sent by facsimile, when the sender's facsimile system generates a message confirming successful
transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender
that it has not received the entire Notice,



 


but if the delivery, receipt
or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am
on the next Business Day.


 


		6.	MISCELLANEOUS



 


		6.1	Costs and stamp duty



 


Each of the parties to this
Deed shall be responsible for its own costs and expenses of and in connection with the negotiation, preparation, execution, stamping,
registration and completion of this Deed and of any document contemplated by this Deed.


 


		6.2	Further acts



 


Each of the parties to this
Deed will without further consideration sign, execute and deliver any agreement and shall perform any other act which may be necessary
or desirable to give full effect to this Deed.


 


		6.3	Entire understanding



 


This deed
supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter
of this Deed and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter
of this Deed.


 


		6.4	No waiver or variation



 


A provision of or a right created
under this Deed may not be waived or varied except in writing signed by the party or parties to be bound by the waiver or variation.


 


		6.5	Discretion in exercising rights



 


A party to this Deed may exercise
a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless
this Deed expressly states otherwise.


 


		6.6	Partial exercise of rights



 


Failure to exercise or enforce,
or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under
this Deed by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement,
of that or any other right, power or remedy provided by law or under this Deed.


 


		6.7	No partnership or agency



 


Nothing in this Deed is intended
to create or give rise to a relationship of partnership, joint venture or agency between the parties.


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	10



    	 



    

 


		6.8	Severance



 


If any provision of this Deed
is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability
(unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation
of any other provision of this Deed to the intent that the invalid or unenforceable provision will be treated as severed from this
Deed.


 


		6.9	Assignment



 


Neither party may assign this
Deed or any of its rights, powers or remedies under this Deed without the prior written consent of the other party.


 


		6.10	Application of legislation



 


Unless application is mandatory
by law, no legislation, proclamation, order, regulation or moratorium whether present or future shall apply to this Deed so as
to extinguish, impair, delay or otherwise alter the rights, powers or remedies of any of the parties.


 


		6.11	Counterparts



 


		(a)	This deed may consist of a number of counterparts, each of which when executed shall be an original
and all the counterparts together shall constitute one and the same instrument.



 


		(b)	A party who has executed a counterpart of this Deed may exchange that counterpart with another
party by faxing it to the other party and, if that other party requests it, promptly delivering that executed counterpart by hand
or post to the other party. However, the validity of this Deed is not affected if the party who has faxed the counterpart delays
in delivering or does not deliver it by hand or by post.



 


		6.12	Provisions survive completion



 


Each provision of this Deed
is capable of having effect after completion and each representation and warranty made in this Deed shall survive the execution,
delivery and completion of this Deed and the performance of all obligations under this Deed and shall not merge on completion.


 


		6.13	Indemnity



 


Each indemnity under this Deed
is a continuing indemnity and shall constitute a separate and independent obligation of the party giving the indemnity from its
other obligations under this Deed and shall survive the execution, delivery, completion and termination of this Deed. It is not
necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Deed.


 


		6.14	Powers of Attorney



 


In the event that this Deed
is executed under power of attorney, each of the attorneys executing this Deed warrants that, as at the time of executing this
Deed, they have no notice of revocation of the power of attorney under the authority of which they execute this Deed.


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	11



    	 



    

 


		6.15	Recitals



 


The parties to this Deed acknowledge
that the Recitals are true and correct and shall form part of this Deed.


 


		6.16	Exclusion of implied terms



 


To the full extent permitted
by law and other than as expressly set out in this Deed, the parties exclude all implied terms, conditions, representations and
warranties.


 


		6.17	Rule of construction



 


The parties to this Deed acknowledge
and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation
of this Deed or part of it.


 


		6.18	Method of payment



 


All payments required to be
made under this Deed must be made by crediting the account of the recipient or the recipient’s nominee (specified for that
purpose) with cleared funds.


 


		7.	GOVERNING LAW AND JURISDICTION



 


		(a)	This deed shall be construed in accordance with and shall be governed by the laws in force in the
State of New South Wales.



 


		(b)	Each of the parties to this Deed irrevocably submits to and accepts the exclusive jurisdiction
of any of the Courts of the State of New South Wales or the Commonwealth of Australia and any courts of appeal from these courts.



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	12



    	 



    

 


Signing page


 


EXECUTED as a deed.


 


	SIGNED, SEALED and DELIVERED by DIGITAL TURBINE AUSTRALIA PTY LTD ACN 163 117 253 in accordance with section 127 of the Corporations Act 2001 (Cth):	 	 
	
         

         

         
	 	 
	
        Signature of director

         

         

         
	 	
        Signature of director/secretary

        (Please delete as applicable}

         

         

	Name (print)	 	Name (print)


 


	SIGNED, SEALED and DELIVERED by MANDALAY DIGITAL GROUP INC. by:	 	 
	
         

         

         
	 	 
	
        Signature of witness

         

         

         
	 	
        Signature of authorised person

         

         

	Name (print)	 	Name / capacity (print)


 


	SIGNED, SEALED and DELIVERED by ZINGO (AUST) PTY LTD ACN 114 185 269 in accordance with section 127 of the Corporations Act 2001 (Cth):	 	 
	
         

         

         
	 	 
	
        Signature of director

         

         

         
	 	
        Signature of director/secretary

        (Please delete as applicable}

         

         

	Name (print)	 	Name (print)



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 






    	13



    	 



    

 


Schedule 1


 


Terms of issue of Note


 


		1.	Interest



 


		1.1	Interest payment table



 


		(a)	Digital must pay interest to the Noteholder on the Face Value at the interest rate of 6% per annum.



 


		(b)	Interest will accrue daily and be capitalised monthly from and including the Commencement Date
until the Note is Redeemed or Converted.



 


		(c)	Digital will pay interest accrued on the Face Value to the Noteholder in arrears on the date of
Redemption or Conversion, whichever is the earlier.



 


		1.2	Default interest



 


		(a)	Digital must pay interest on any amount which is due and payable (including on unpaid interest
under paragraph 1.1) but remains unpaid for the period from (and including) the due date until (but excluding) the date of payment.



 


		(b)	Interest payable under this clause accrues at the default rate of 8% per annum.



 


		1.3	Further interest



 


If a liability
under this Deed becomes merged in a judgment or order or exists after any winding up of Digital, then Digital, as an independent
obligation, must pay interest on the amount of that liability from the date the liability becomes payable both before and after
the judgement, order or winding up until it is paid, at the default rate of 8% per annum.


 


		2.	Redemption



 


		2.1	Redemption



 


		(a)	Unless otherwise Redeemed in accordance with this paragraph 2 or Converted in accordance
with paragraph 3, the Noteholder will be deemed to have duly delivered a Redemption Notice to Digital at 11am on
the Maturity Date.



 


		(b)	Noteholder shall have the right to Redeem the Note in full by the delivery of a Redemption Notice
to Digital on any of the following dates:



 


		(i)	the Maturity Date;



 


		(ii)	5 Business Days after Mandalay receives funds raised from a Qualified Capital Raise;



 


or,


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	14



    	 



    

 


		(iii)	at any time whilst an Event of Default subsists.



 


		(c)	Unless or until otherwise Redeemed under paragraphs 2.1(a) or 2.1(b), Digital may Redeem that portion
of the Note that has not yet been Converted under clause 3 or is not then the subject of a Conversion Notice as follows:



 


		(i)	Digital must give to the Noteholder at least 5 Business Days’ written notice (Notice Period)
of its intention to Redeem the Note;



 


		(ii)	the Noteholder may at any time before the end of the Notice Period elect to Convert any or all
of the outstanding portion of the Note in accordance with clause 3;



 


		(iii)	if, by 5.00pm on the last day of the Notice Period, Digital:



 


		(A)	does not receive a Conversion Notice; or



 


		(B)	receives a Conversion Notice for less than the entire outstanding portion of the Note,



 


Digital shall
Redeem the outstanding portion of the Note (if any) that is not subject to a Conversion Notice.


 


		(d)	As soon as reasonably practicable (and in any event within 5 Business Days) after:



 


		(i)	Noteholder is deemed to have delivered a Redemption Notice under paragraph 2.1(a);



 


		(ii)	Noteholder delivers a Redemption Notice under paragraph 2.1(b); or



 


		(iii)	Digital delivers a Redemption Notice under paragraph 2.1(c),



 


Digital must pay to the Noteholder
the Face Value of that part of the Note that is outstanding, together with the amount of any accrued but unpaid interest on the
Note up to the time of payment.


 


		3.	Conversion



 


		3.1	Conversion rights



 


Provided
that a Redemption Notice has not been delivered under paragraphs 2.1(a) or 2.1(b), the Noteholder may Convert all or part
of the Outstanding Amount in respect of the Note at any time up to and including the Maturity Date by delivering a Conversion Notice
to Digital.


 


		3.2	Conversion notice



 


A Conversion Notice:


 


		(a)	will be deemed to constitute an application by the Noteholder on behalf of named Vendors to subscribe
for the Mandalay Shares to be issued at the Conversion Price;



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	15



    	 



    

 


		(b)	will be deemed to constitute a Vendor’s agreement to become a member of for the purposes
of section 231(b) of the Corporations Act; and



 


		(c)	once served, is irrevocable.



 


		3.3	Timing and actions on Conversion



 


		(a)	Conversion of the Note will occur on the fifth Business Day after receipt of a Conversion
Notice by Digital.



 


		(b)	On the Conversion Date, Mandalay must issue the Mandalay Shares at the Conversion Price to the
Vendor or Vendors nominated by the Noteholder, such shares to rank equally in all respects with the other ordinary shares in the
capital of Mandalay when such shares are issued.



 


		4.	Cancellation



 


On full Redemption or full Conversion
of the Note, the Note is automatically cancelled.


 


		5.	Status



 


		(a)	The Note is a secured obligation of Digital on the terms set out in the Security Deed and is guaranteed
by Mandalay (subject to the terms of the Intercreditor Deed). On execution of this Deed, Digital shall grant a Security Interest
over the shares in Mirror Image International Holdings Pty Ltd ACN 114 859 237 and MIA Technology Newco in favour of the Noteholder
on and subject to the terms of the Security Deed and the Intercreditor Deed.



 


		(a)	The Note is not transferable.



 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	16



    	 



    

 


Annexure A


 


Security Deed


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	 



    	 



    

 


Annexure B


 


Intercreditor Deed


 


Herbert Geer


Convertible Note Deed (final) 11 April 2013




 




    	2