Share Sale Agreement


 


Between


 


THE PERSONS NAMED IN COLUMN 1 OF SCHEDULE
1


 


THE PERSONS NAMED IN COLUMN 4 OF SCHEDULE
1


 


DIGITAL TURBINE AUSTRALIA PTY LTD


 


and


 


DIGITAL TURBINE INC.


 


and


 


MANDALAY DIGITAL GROUP INC.


 


		Level 12 77 King Street Sydney

        New South Wales 2000 Australia

        Reference    ADB:1355962

            Andrew
        Bristow

        Ó
        Copyright Herbert Geer Lawyers



 




    	 



    	 



    

 


THIS AGREEMENT dated                                            2013


 


	BETWEEN:	THE PARTIES WHOSE NAMES
    AND ADDRESSES ARE SET OUT IN COLUMN 1 OF SCHEDULE 1 in their own capacity and as trustee of any trust of which they are trustee
	 	(“Vendors”)
	 	 
	AND:	THE PERSONS WHERE NAMES AND ADDRESSES
    ARE SET OUT IN COLUMN 4 OF SCHEDULE 1 
	 	(“Covenantors”)
	 	 
	AND:	DIGITAL TURBINE AUSTRALIA PTY LTD
    ACN 163 117 253 a Company incorporated in Victoria and having its registered office at c/- Herbert Geer, Level 12, 77
    King Street, Sydney NSW 2000
	 	 
	 	(“Purchaser”)
	 	 
	AND:	DIGITAL TURBINE INC. a company
    duly incorporated and organised under the laws of Delaware having its principal office at 4751 Wilshire Boulevarde, No. 3,
    Los Angeles, California 90010 USA.
	 	(“Digital Turbine”)
	 	 
	AND:	MANDALAY DIGITAL GROUP INC. a
    company duly incorporated and organised under the laws of Delaware having its principal office at 4751 Wilshire Boulevarde,
    No. 3, Los Angeles, California 90010 USA.
	 	 
	 	(“MANDALAY”)


 


RECITALS:


 


		A.	The Vendors are the legal owners of
                                                          the Shares free from any encumbrance and each holds Shares for the benefit
                                                          of a trust of which they are the trustee.



 


		B.	Each Covenantor is a beneficiary of
                                                          the trust of which each relevant Vendor is trustee and in respect of
                                                          that Vendor, agrees to provide the covenants set out in this Agreement
                                                          as an incentive for the Purchaser to acquire the Shares.



 


		C.	The Vendors wish to sell to the Purchaser,
                                                          and the Purchaser wishes to buy from the Vendors all of the Shares.



 


		D.	Mandalay is the ultimate holding company
                                                          of the Purchaser and Digital Turbine and has agreed to provide the Mandalay
                                                          Shares as part of the consideration for the acquisition of the Shares
                                                          pursuant to this Agreement.



 


		E.	Mandalay and Digital Turbine have agreed
                                                          to guarantee the obligations of the Purchaser under this Agreement.



 




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AGREEMENT 


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement
unless the context otherwise requires:


 


Accounting Standards
means:


 


		(a)	the applicable
                                                                                 accounting standards for a non-reporting entity
                                                                                 under the Corporations Act as specified in the
                                                                                 Financial Statements; and



 


		(b)	to the extent
                                                                                 not inconsistent with paragraph (a), the standards
                                                                                 requirements and practices consistently applied
                                                                                 by the Company as a non-reporting entity in the
                                                                                 past two years.



 


Accounts Date means 30
June 2012.


 


Agreement means
this Share Sale Agreement.


 


AUS$ means Australian
Dollars.


 


Bank means the Australia
and New Zealand Banking Group Limited ABN 11 005 357 522.


 


Bank’s Security Interests
means the following security interests held by the Bank with respect to MIA Holdings:


 


		(a)	PPS Registration Number 201211070027672;
                                                                   and



 


		(b)	PPS Registration Number 201112240118670.



 


Borrower means the borrower
under each of the Facilities.


 


Business Day means a
day on which trading banks are open for general banking business in Sydney and Los Angeles other than a Saturday, Sunday or public
holiday.


 


Cancellation Agreements
means agreements in the form of Annexure A between each of the Entitlement Holders, MIA Holdings and the Noteholder in connection
with the cancellation of their Entitlements and associated Loan Agreements.


 


Cash Component means
AUS$1.22 million to be adjusted for cash amount paid under the Cancellation Agreements and the Kitchen Commission and the $80,000
referred to in Clause 9.1(c) and which shall then be divided equally among each of the Vendors.


 


Completion means completion
of the sale and purchase of the Shares in accordance with clause 6.


 


Completion Date means
11 April 2013 unless otherwise extended in accordance with clause 4.2.


 


Consolidated
Group has the meaning given in the Tax Act.


 




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Constitution means the
constitution of the Company.


 


Corporations Act means
the Corporations Act 2001 (Cth).


 


Convertible Note means
a note issued by the Purchaser and guaranteed by Mandalay in the form of Annexure E with a face value of $2.28 million.


 


Data Room means the virtual
data room maintained by or on behalf of the Vendors in which the Purchaser Group and their respective Personnel have had access
to information relating to the Group Companies.


 


Data Room Index means
the index of Data Room material as set out in Schedule 4.


 


Disclosure Letter means
the letter set out in Schedule 8, addressed by the Vendors to the Purchaser, disclosing facts, matters and circumstances which
are, or may be, inconsistent with the Vendors’ Warranties.


 


Entitlement Holders means
Garry Connelly, Kirstie Brown and Timothy McKnight.


 


Entitlements means the
entitlements of the Entitlement Holders to acquire Z class shares in MIA Holdings pursuant to their Share Purchase Plan.


 


Executives means each
of Kirstie Elizabeth Brown and Jonathan Mooney.


 


Facilities means each
of the loan facilities entered into by the Group with the Bank.


 


Financial Statement Company
means each of MIA Holdings, MIA Australia and MIA Technology.


 


Financial Statements means,
in relation to each Financial Statement Company:


 


		(a)	the audited statement of comprehensive
                                                                   income for the year ended 30 June 2012;



 


		(b)	the audited statement of financial
                                                                   position as at 30 June 2012;



 


		(c)	the audited statement of changes
                                                                   in equity for the year ended 30 June 2012;



 


		(d)	any notes, statements and reports
                                                                   attached to and forming part of those financial statements.



 


Government Agency means
a government or government department, a governmental, semi-governmental or judicial person and a person (whether autonomous or
not) charged with administration of any applicable law.


 


Group or Group Company means
each or any of MIA Holdings, MIA Australia, MIATA, MIATIP and MIA Technology as the context requires.


 


Guarantors means Mandalay
and Digital Turbine.


 


Guaranteed Obligations
means the obligations of the Purchaser under this Agreement.


 




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Intellectual Property means
all of any Group Company’s right, title and interest in and to all business names, copyrights, patents, trade marks, service
marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether
protected by statute or not and including formulae, recipes and knowhow) owned, licensed or registered in the name of the Group
Company.


 


Issue Price means US$0.73
per Mandalay Share.


 


Kitchen Commission means
the success fee payable to Imadlak Pty Ltd by MIA Holdings upon the completion of this Agreement which is to be no more than A$140,000
exclusive of GST.


 


Landlord means the Landlord
specified in the Lease of the Premises.


 


Lease means the lease
of the Premises.


 


Loan Agreements means
the loan agreements entered into between each of the Entitlement Holders and MIA Holdings in connection with the proposed purchase
of Z class shares in MIA Holdings by each of the Entitlement Holders pursuant to the terms of the Share Purchase Plans.


 


Lock Up
Agreements means agreements in the form of Annexure B whereby each of the Vendors agrees their Mandalay Shares shall be held
in escrow unable to be traded for a period of the 12 months from the Completion Date.


 


Loss means, in relation
to any person, any damage, loss, cost, expense or liability incurred by the person or any claim, action, proceeding or investigation
made against the person however arising and whether present or future, fixed or unascertained, actual or contingent.


 


Management Accounts
mean the 30 November 2012 unaudited management accounts of the Financial Statement Companies.


 


Mandalay Shares means
the shares to be issued by Mandalay in accordance with clause 2.1(b)(iii) of this Agreement.


 


Material Contracts means
those contracts and agreements referred to in Schedule 2.


 


MIA Australia means Mirror
Image Access (Australia) Pty Ltd ACN 094 069 726.


 


MIA Business means in
respect of MIA Australia the business conducted by MIA Australia as at the date of this Agreement of content syndication and management
systems for mobile and online operators.


 


MIA Holdings means Mirror
Image International Holdings Pty Ltd ACN 114 859 237.


 


MIA Shares means the
entire issued capital of MIA Holdings as at Completion.


 


MIATA means MIA Technology
Australia Pty Ltd ACN 163 065 496.


 


MIATIP means MIA Technology
IP Pty Ltd ACN 163 072 482.


 


MIA Technology means
Mia Technology Pty Ltd ACN 114 849 142.


 


MIATA Shares means the
entire issued capital of MIATA as at Completion.


 




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MIA
USA means Mirror Image Access, LLC, a Delaware limited liability
company. 


 


NASDAQ means the securities
exchange owned and operated by NASDAQ OMX Group Inc. and regulated by the United States Securities and Exchange Commission.


 


Noteholder means Zingo
(Aust) Pty Ltd ACN 114 185 269.


 


Party means a party to
this Agreement.


 


Personnel means the officers,
employees, contractors, professional advisers, representatives and agents of that person.


 


PPS Register means the
“register” as defined in the Personal Property Securities Act 2009 (Cth).


 


Premises means the premises
situated at Level 2, 221 Miller Street, North Sydney in the State of New South Wales.


 


Purchaser Group means
the Purchaser, Digital Turbine and Mandalay.


 


Purchase
Price means $7,000,000 less the Kitchen Commission less amounts paid under the Cancellation Agreements less $80,000 paid towards
the cost of the W&I Insurance Policy.


 


Purchaser Warranties means
the warranties set out in Schedule 7.


 


Records means all original
and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every description belonging
or relating to or used by a Group Company, including certificates of registration, minute books, statutory books and registers,
books of account, Taxation returns, title deeds, customer lists, price lists, computer programs and software, trading and financial
records.


 


Related Body Corporate means
a holding company or a subsidiary company or a subsidiary of a holding company of the Purchaser.


 


Restructure means a proposal
to establish MIATA and MIAIP and transfer the assets of MIA Technology to MIATA and MIAIP.


 


Seller Consolidated
Group means the Consolidated Group of which MIATA is the Head Company.


Shares means MIA Shares
and the MIATA Shares.


 


Share Purchase Plans
means the share purchase plans between MIA Holdings and each of the Entitlement Holders as at the date of this Agreement.


 


Subsidiary has the same
meaning as set out in section 46 of the Corporations Act.


 


Tax, Taxes or Taxation means
any present or future tax, levy, impost deduction, charge, duty, compulsory loan or withholding of whatever kind and whether direct
or indirect, including but not limited to income tax, capital gains tax, good and services tax, value-added tax, recoupment tax,
land tax, sales tax, payroll tax, tax instalment deduction, fringe benefits tax, group tax, profit tax, interest tax, property
tax, undistributed profits tax, withholding tax, municipal rates, stamp duty, import duty (and any related interest, penalty,
fine or expense in connection with any of them) levied or imposed by any Government Agency.


 




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Tax Act means the Income
Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) or either of them.


 


Tax Assessment means
any notice, demand, assessment, amended assessment, determination, return or other document issued by a Tax Authority or lodged
with a Tax Authority under a system of self-assessment as a result of which the Company may be required to make a payment of Tax
or may be deprived of any credit, rebate, relief, right of set off or right to repayment of Tax or any allowance, deduction, tax
loss or other benefit.


 


Title and Capacity Warranties
means the warranties set out in Part A of Schedule 3.


 


Vendor’s knowledge
or words of similar expression mean:


 


		(a)	in the case of the Title and Capacity
                                                               Warranties, limited to those facts matters or circumstances within
                                                               the actual knowledge of that Vendor and the relevant Covenantor,
                                                               as at the date of this Agreement and at Completion; and



 


		(b)	in all other cases, limited to
                                                               facts matters or circumstances actually known to any one of the
                                                               directors of the Vendors and the Covenantors after making due and
                                                               careful enquiry on each of the Executives as at the date of this
                                                               Agreement and, where the context requires, as at Completion.



 


Vendors’ Warranties
means each of the warranties, representations, undertakings and other obligations of the Vendors under this Agreement, including
the warranties set out in Schedule 3


 


Warranties mean each
of the Purchaser Warranties and Vendor Warranties.


 


Warranty
Insurer means HCC International.


 


W&I
Insurance Policy means a warranty and indemnity insurance policy in favour of the Purchaser and which complies with the terms
set out in clause 9 and is in the form of the draft policy schedule set out in Annexure D.


 


		1.2	Interpretation



 


In this Agreement
unless the context otherwise requires:


 


		(a)	a reference to any legislation
                                                               or legislative provision includes any statutory modification or
                                                               re-enactment of, or legislative provision substituted for, and
                                                               any subordinate legislation issued under, that legislation or legislative
                                                               provision;



 


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



 


		(c)	a reference to an individual or
                                                               person includes a corporation, partnership, joint venture, association,
                                                               authority, trust, state or Government Agency and vice versa;



 




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		(d)	a reference to any gender includes
                                                               all genders;



 


		(e)	a reference to a recital, clause,
                                                               schedule, annexure or exhibit is to a recital, clause, schedule,
                                                               annexure or exhibit of or to this Agreement;



 


		(f)	a recital, schedule, annexure or
                                                               description of the Parties forms part of this Agreement;



 


		(g)	a reference to any agreement or
                                                               document is to that agreement or document (and, where applicable,
                                                               any of its provisions), as amended, novated, supplemented or replaced
                                                               from time to time;



 


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



 


		(i)	a reference to a 'subsidiary' of
                                                               a body corporate is to a subsidiary of that body corporate in accordance
                                                               with Part 1.2 of Division 6 of the Corporations Act;



 


		(j)	a reference to a 'holding company'
                                                               of a body corporate is to a body corporate of which that body corporate
                                                               is a subsidiary within the meaning of Part 1.2 of Division 6 of
                                                               the Corporations Act;



 


		(k)	a reference to a 'related body
                                                               corporate' of a body corporate is to a body corporate which is
                                                               related to that body corporate within the meaning of s50 of the
                                                               Corporations Act;



 


		(l)	where an expression is defined
                                                               anywhere in this Agreement it has the same meaning throughout;



 


		(m)	a reference to 'dollars' or $ is
                                                               to an amount in Australian currency unless otherwise stipulated;
                                                               and



 


		(n)	a reference to bankruptcy or winding
                                                               up includes bankruptcy, winding up, liquidation, dissolution, becoming
                                                               an insolvent under administration (as defined in Section 9 of the
                                                               Corporations Act), being subject to administration and the occurrence
                                                               of anything analogous or having a substantially similar effect
                                                               to any of those conditions or matters under the law of any applicable
                                                               jurisdiction, and to the procedures, circumstances and events which
                                                               constitute any of those conditions or matters.



 


		1.3	Headings



 


In this Agreement headings are
for convenience of reference only and do not affect interpretation.


 


		1.4	Materiality



 


Where the word “material”
is used in clause 4.1(a)(iii), in determining whether or not a thing is material, the thing will only be material if either individually
or when aggregated with other similar things, could reasonably be expected to:


 


		(a)	influence or affect the total value
                                                               of the Shares by an amount exceeding $300,000;



 




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		(b)	result in the Group Companies (as
                                                               a whole) suffering loss of revenue of greater than $300,000 in
                                                               any 12 month period; or



 


		(c)	adversely affect the value of the
                                                               Group Companies assets or liabilities (on a consolidated basis)
                                                               by more than the sum of $300,000.



 


		2.	SALE AND PURCHASE OF THE SHARES
                                                                 



 


		2.1	Sale and Purchase 



 


		(a)	Subject to the terms and conditions
                                                               of this Agreement, the Vendors agree to sell to the Purchaser,
                                                               and the Purchaser agrees to purchase from the Vendors, the Shares
                                                               for the Purchase Price.



 


		(b)	The Purchase Price shall be satisfied
                                                               by:



 


		(i)	the payment of AUS$1,000,000 less
                                                             $64,513.29 in cash to the Vendors;



 


		(ii)	the issue of the Convertible Note;
                                                              and



 


		(iii)	the issue of that number of Mandalay
                                                               Shares to the value of AUD$3,249,993.02 at the Issue Price to the
                                                               Vendors.



 


		2.2	No Encumbrance



 


The Shares must be transferred
at Completion free from all liens, charges and encumbrances and together with all rights including dividend rights, attached or
accruing to them after the date of this Agreement.


 


		3.	ACCESS TO RECORDS



 


		3.1	Company Records



 


The Vendors must facilitate
and ensure that the Purchaser, its agents, representatives, accountants and solicitors are provided with full and free access
to the Records at all reasonable times before the Completion Date for the sole purpose to enable the Purchaser to plan integration
of the Group Companies with the Purchaser Group post Completion. The Purchaser’s Personnel must follow all reasonable directions
of the Vendors (or the Executives as the case may be) when on a Group Company’s premises and must not interfere with any
aspect of the MIA Business or the business of MIA Technology.


 


		4.	CONDITIONS PRECEDENT TO COMPLETION



 


		4.1	The obligations of the Parties
                                                               to complete the sale and purchase of the Shares are subject to
                                                               and do not become binding unless on or before the Completion Date
                                                               each of the following conditions is fulfilled (or waived under
                                                               clause 4.4):



 


		(a)	Purchaser’s Benefit



 


		(i)	the entry by each of the Vendors
                                                             into the Lock Up Agreements;



 




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		(ii)	written consent being received from
                                                              the third parties to the contracts listed in Schedule 2 to the change
                                                              of control of a Group Company brought about by the Completion of
                                                              this Agreement;



 


		(iii)	none of the Vendor’s Warranties
                                                               set out in Schedule 3 is or has become materially false, misleading
                                                               or incorrect and the Vendors have not materially breached this
                                                               Agreement (each being a condition for the benefit of the Purchaser
                                                               solely);



 


		(iv)	MIA Holdings has entered into the
                                                              Cancellation Agreements with each of the Entitlement Holders;



 


		(v)	MIA USA has been transferred by MIA
                                                             Australia or otherwise disposed of by MIA Australia to the Vendors;



 


		(vi)	the Restructure has occurred; and



 


		(vii)	the Purchaser having confirmed
                                                               to it that the Warranty Insurer will issue the W&I Insurance
                                                               Policy upon payment of the premium for that policy.



 


(each being a condition for the
Purchaser’s benefit solely).


 


		(b)	Vendor’s Benefit



 


		(i)	None of the Purchaser’s Warranties
                                                             set out in clause 7.4 is or has become materially false, misleading
                                                             or incorrect; or



 


		(ii)	the Purchaser has not materially
                                                              breached this Agreement,



 


(each being
a condition for the benefit of the Vendors solely).


 


		4.2	Purchasers Option



 


If the conditions
referred to in clause 4.1(a) are not fulfilled (or waived under clause 4.4 by the Purchaser at its discretion) prior to the Completion
Date then provided the Vendors have made reasonable efforts to complete all conditions precedent then Completion shall be automatically
extended for 15 days following which if the conditions precedent have still not been met the Purchaser may elect in writing to
extend the Completion Date for a further period of up to 30 days. The Completion Date may be extended by the Purchaser at its
discretion more than once.


 


		4.3	Effect of Non-Fulfilment



 


Subject to clause 4.2 if the
conditions referred to in clause 4.1 are not fulfilled (or waived under clause 4.4) on or before the Completion Date, then this
Agreement (other than this clause 4 and clauses 1, 12, 13, 14 (other than clauses 14.8, 14.9, 14.10 and 14.11) is at an end as
to its future operation except for the enforcement of any right or claim which has arisen before this Agreement comes to an end.


 




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		4.4	Fulfilment by Waiver



 


A condition referred to in
clause 4.1 is waived if, and only if:


 


		(a)	where the condition is expressed
                                                               to be for the benefit of a particular Party, that Party gives notice
                                                               of waiver of the condition to the other Party; and



 


		(b)	in any other case, the Parties
                                                               agree in writing to waive the condition.



 


		4.5	Obligation to Satisfy Conditions



 


The Vendors and the Purchaser
must each use their best endeavours to ensure that the conditions referred to in clause 4.1 are fulfilled on or before the Completion
Date.


 


		5.	CONDUCT PRIOR TO COMPLETION



 


		5.1	From the date of this Agreement
                                                               until Completion the Vendors and Covenantors shall (unless the
                                                               Purchaser otherwise consents in writing) procure that the Group
                                                               Companies are operated in accordance with this clause 5, unless
                                                               this Agreement otherwise requires, as follows:



 


		(a)	no resolutions shall be passed
                                                               for the payment of any dividend and no dividends shall be paid;



 


		(b)	no resolutions shall be passed
                                                               for a reduction of capital and no reduction of capital shall occur;



 


		(c)	no resolutions shall be passed
                                                               for the alteration of the constitution of any Group Company;



 


		(d)	no shares or other securities or
                                                               notes or agreements having rights convertible into shares shall
                                                               be issued by any Group Company;



 


		(e)	no new borrowings shall be made
                                                               and no security interest over the assets of a Group Company shall
                                                               be granted;



 


		(f)	the Group Companies shall operate
                                                               their respective businesses as in the ordinary course;



 


		(g)	no Group Company shall enter any
                                                               new employment or consulting arrangements and there shall be no
                                                               alteration in the terms of the employment of any employee; and



 


		(h)	no agreements for the supply or
                                                               acquisition of goods or services to or from third parties shall
                                                               be entered into except in the ordinary course of business or with
                                                               the consent of the Purchaser if the value of the agreement is more
                                                               than AUS$25,000.



 


		6.	COMPLETION 



 


		6.1	Time and Place of Completion



 


Completion will take place at
10 am on the Completion Date at Sparke Helmore Lawyers of 321 Kent Street, Sydney, NSW or at any other time or place agreed in
writing by the Parties.


 




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		6.2	Obligations of Vendors at Completion



 


At Completion the Vendors must:


 


		(a)	deliver to the Purchaser duly completed
                                                               and executed share transfers in registrable form (except for the
                                                               impression of stamp duty) for the Shares in favour of the Purchaser.
                                                               For the avoidance of doubt the Vendors shall cause transfers of
                                                               the legal and beneficial interests in respect of the Shares to
                                                               be provided from all parties having interests in the Shares;



 


		(b)	deliver to the Purchaser share
                                                               certificates in the name of the Vendors, or in the names of persons
                                                               who hold Shares for the Vendor (or, if applicable, a lost share
                                                               certificate declaration) for the Shares;



 


		(c)	cause a meeting of the board of
                                                               directors of each of MIA Holdings and MIATA to be held and procure
                                                               the boards of directors of each of MIA Holdings and MIATA to resolve
                                                               that the transfers of the Shares (subject to payment of stamp duty)
                                                               be approved and registered;



 


		(d)	cause the nominees of the Purchaser
                                                               to be validly appointed as directors of each Group Company (other
                                                               than MIA Technology) and, if required, immediately on such appointment,
                                                               cause each of the directors of each Group Company (other than MIA
                                                               Technology) immediately prior to Completion to resign from office
                                                               as directors of that Group Company;



 


		(e)	deliver to the Purchaser the Records
                                                               and all other documents and things required by this Agreement to
                                                               be delivered by the Vendors to the Purchaser on Completion and
                                                               take all other actions which are reasonably required by the Purchaser
                                                               to be taken by the Vendors to vest full ownership, title, possession
                                                               and benefit of the Shares in the Purchaser;



 


		(f)	deliver to the Purchaser evidence
                                                               of cancellation of the Facilities with effect from the Completion
                                                               Date together with verification of the removal from the PPS Register
                                                               of the Bank’s Security Interests; and



 


		(g)	procure Imadlak Pty Ltd to provide
                                                               a tax invoice to MIA Holdings for the Kitchen Commission.



 


		6.3	Obligations of Purchaser at
                                                               Completion



 


		(a)	At Completion the Purchaser must:



 


		(i)	deliver consents to act as director
                                                             for each Group Company signed by each of its nominees;



 


		(ii)	accept all the documents and other
                                                              items specified in clause 6.2 which the Vendors give the Purchaser
                                                              under that clause and deliver to the Vendors all other documents
                                                              and things required by this Agreement to be delivered by the Purchaser
                                                              to the Vendors on Completion and take all other actions which are
                                                              reasonably required by the Vendors to be taken by the Purchaser
                                                              to give full effect to this Agreement;



 




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		(iii)	pay the Cash Component of the Purchase
                                                               Price immediately following Completion to the Vendors equally by
                                                               electronic transfer to accounts nominated by each Vendor or as
                                                               otherwise instructed;



 


		(iv)	provide written evidence that the
                                                              W&I Insurance Policy is on foot;



 


		(v)	pay the Kitchen Commission to Imadlak
                                                             Pty Ltd;



 


		(vi)	pay or procure the payment of the
                                                              cash and the issue of the Mandalay Shares in accordance with the
                                                              Cancellation Agreements; and



 


		(vii)	issue the Convertible Note to the
                                                               Noteholder.



 


		(b)	At Completion Mandalay must cause
                                                               the issue of Mandalay Shares to the value of AUD$3,249,993.02 at
                                                               the Issue Price as part of the Purchase Price in equal proportions
                                                               to each of the Vendors.



 


		6.4	Obligations of Vendors Post
                                                               Completion



 


After Completion and until the
Shares are registered in the name of the Purchaser, the Vendors must convene, attend and vote at general meetings of each Group
Company or sign resolutions of each Group Company and take all other action in the capacity of the registered holder of the Shares
as the Purchaser may lawfully require from time to time by notice in writing to the Vendors.


 


		6.5	Obligations of Purchaser Post Completion



 


The Purchaser must pay or cause
to be paid the premium payable on the W&I Insurance Policy in accordance with the terms of the W&I Insurance Policy.


 


		7.	WARRANTIES



 


		7.1	Vendors’ Warranties



 


		(a)	Subject to clause 7.2(b) and
                                                                   the limitations set out in clause 8, the Vendors and Covenantors
                                                                   each warrant and represent to the Purchaser as an inducement
                                                                   to the Purchaser to enter into this Agreement and to purchase
                                                                   the Shares each of the statements set out in Schedule 3 is
                                                                   true, complete and accurate in all material respects, both
                                                                   at the date of this Agreement and at the Completion Date (except
                                                                   that where a Warranty refers to only one of those dates, that
                                                                   Vendor Warranty is given only as at that date).



 


		(b)	Each Vendor represents and
                                                                   warrants in respect of itself and the shares in each of MIA
                                                                   Australia and MIATA held by that Vendor, that each of the warranties
                                                                   in Part A of Schedule 3 are, as they relate to that Vendor,
                                                                   true, complete and accurate as at the date of this Agreement
                                                                   and the Completion Date (except that where a Warranty refers
                                                                   to only one of those dates, that Vendor Warranty is given only
                                                                   as at that date).



 




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		7.2	Vendors’ Indemnity



 


Subject to the limitations
set out in clause 8:


 


		(a)	the Vendors and Covenantors
                                                                   must each indemnify the Purchaser against:



 


		(i)	any Taxes which may be incurred
                                                                   by the Purchaser arising from the performance by a Vendor of
                                                                   its obligations under this clause 7.2;



 


		(ii)	any Loss of the Purchaser
                                                                    arising from any claim, action, proceeding or investigation
                                                                    disclosed in Schedule 5.



 


		(b)	If a claim arises in respect
                                                                   of a matter for which indemnification may be sought by the
                                                                   Purchaser under clause 7.2(a), the Purchaser must give notice
                                                                   of such claim to the Vendors (setting out full details, including
                                                                   details of the facts, matters and circumstances giving rise
                                                                   to the breach, the nature of the breach and the Purchaser’s
                                                                   estimate of the Loss suffered) as soon as reasonably practical
                                                                   and, in any event, within 10 Business Days of the Purchaser
                                                                   becoming aware of the possible claim.



 


		(c)	If the Purchaser becomes aware
                                                                   after Completion of anything that constitutes or could constitute
                                                                   a breach of a term of this Agreement (other than a breach of
                                                                   a Vendor Warranty), including a claim against a Vendor which
                                                                   arises under clause 7.2(a), the Purchaser must do each of the
                                                                   following:



 


		(i)	promptly notify the Vendors in accordance
                                                             with clause 7.2(b);



 


		(ii)	until it notifies the Vendors in
                                                              accordance with clause 7.2(b), ensure that each member of the Purchaser
                                                              Group takes reasonable steps to mitigate any Loss which may give
                                                              rise to a claim against the Vendors;



 


		(iii)	take such action to avoid, dispute,
                                                               resist, appeal, compromise or contest such claim as may reasonably
                                                               be requested by the relevant Vendor (but at that Vendor’s
                                                               expense); and



 


		(iv)	the Purchaser must make available
                                                              to the relevant Vendor such persons as the Vendor may reasonably
                                                              require and all such information as may be available to the Purchaser
                                                              for avoiding, disputing, resisting, appealing, compromising or contesting
                                                              any such claim.



 


		(d)	Should the relevant Vendor
                                                                   request that the Purchaser take action to avoid, dispute, resist,
                                                                   appeal, compromise or contest a claim under clause 7.2, the
                                                                   Purchaser shall be entitled after taking that action to settle
                                                                   the claim if it is reasonable in its opinion to do so and after
                                                                   consultation with that Vendor.



 


		(e)	The Vendors and Covenantors
                                                                   are not liable to the Purchasers for a breach of this Agreement
                                                                   where the Purchaser fails to comply with this clause 7.2.



 


		7.3	Separate Warranties



 


Each Warranty is a separate
Warranty and its meaning is not affected by any other Warranty.


 


		7.4	Purchaser's Warranties



 


The Purchaser Group warrants
and represents to the Vendors as an inducement to the Vendors to enter into this Agreement and to sell the Shares that at the
date of this Agreement and at Completion that each of the statements set out in Schedule 7 is materially true, accurate and not
misleading.


 




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		8.	LIMITATION OF LIABILITY



 


		8.1	Purchaser Acknowledgement



 


The Purchaser acknowledges and
agrees that:


 


		(a)	it has received independent and
                                                               professional advice (including legal, accounting, tax and financial
                                                               advice) concerning this Agreement and has satisfied itself about
                                                               anything arising from that advice;



 


		(b)	it has had the opportunity to conduct
                                                               due diligence on the Group Companies and has satisfied itself of
                                                               the results of that due diligence; and



 


		(c)	none of the Vendors, nor any person
                                                               acting on behalf of or associated with the Vendors is responsible
                                                               to the Purchaser for a breach of the Vendor Warranties and the
                                                               Purchaser’s remedies for breach of the Vendor Warranties
                                                               are against the Warranty Insurer.



 


		8.2	Known or disclosed liabilities


 

		(a)	The Vendors are not liable in respect
                                                               of a claim in relation to a breach of a Vendors’ Warranty
                                                               if the fact, matter or circumstance giving rise to the Vendors’
                                                               Warranty claim is:



 


		(i)	disclosed in the Disclosure Letter;



 


		(ii)	within the actual knowledge of the
                                                              Purchaser Group or its Personnel; or



 


		(iii)	which would have been within the
                                                               knowledge of the Purchaser Group had the Purchaser Group conducted
                                                               searches prior to the date of this Agreement of records open to
                                                               public inspection of:



 


		(A)	ASIC



 


		(B)	IP Australia; or



 


		(C)	the High Court of Australia, or
                                                               any Federal or any Supreme Court in each state and territory of
                                                               Australia;



 


		(b)	For the purposes of clause 8.2(a)(i),
                                                               a fact, matter or circumstance is fairly disclosed if sufficient
                                                               information has been disclosed that the fact, matter or circumstance
                                                               which might constitute a breach of a Vendor Warranty, and the nature
                                                               and extent of the breach of the Vendor Warranty, would be apparent
                                                               on its face to a purchaser reasonably experienced in transactions
                                                               of the nature of the sale of the Shares.



 


		8.3	Forward –looking statements



 


		(a)	The Parties acknowledge that forward
                                                               looking statements provided by the Vendors or their Personnel to
                                                               the Purchase Group regarding future events and the future financial
                                                               performance of the Group Companies involve subjective judgment
                                                               and analysis and are subject to significant uncertainties, risk
                                                               and contingencies, many of which are outside the control of, and
                                                               are unknown to, the Vendors and their Personnel. Given these uncertainties,
                                                               the Purchaser Group acknowledges that the Vendors are not liable
                                                               in respect of a claim in relation to a breach of a Vendor’s
                                                               Warranty to the extent to which it is based on a forward –looking
                                                               statement.



 




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		8.4	Duration of Warranties



 


		(a)	The Warranties of the Parties shall
                                                               remain in full force and will be binding notwithstanding Completion,
                                                               provided, however, that any claim with respect thereto will terminate
                                                               on the following dates:



 


		(i)	Claims concerning Taxes contained
                                                             in the indemnity in clause 7.2 (a) and Warranty 11 will expire on
                                                             the sixth anniversary of the Completion Date;



 


		(ii)	Claims concerning Intellectual Property
                                                              contained in Warranties 17 will expire on the 27 month anniversary
                                                              of the Completion Date.



 


		(iii)	Claims in relation to all matters,
                                                               other than those specified in clauses 8.4(a)(i) and 8.4(a)(ii)
                                                               will terminate on the 18 month anniversary of the Completion Date.



 


		8.5	Minimum Quantum of Claims



 


Other than claims for the
matters set out in Schedule 3, the Purchaser may not claim against the Vendors or Covenantors for a breach of a Vendor’s
Warranty unless the amount of the claim is at least $25,000 and until the aggregate of such claims exceeds or has already exceeded
$100,000 and then only to the extent such aggregate amount exceeds $100,000.  


 


		8.6	Maximum Liability



 


Except in the case of clause
7.2(a)(ii), the maximum aggregate liability (including all Taxes and expenses such as attorney’s fees) of the Vendors for
a claim made by the Purchaser for all breaches of the Vendor Warranties is 100% of the Purchase Price.


 


		8.7	Change in law



 


No Vendor is liable to make
any payment (whether by way of damages or otherwise) for any breach of any Vendor Warranty where the breach is as a result of
or in respect of:


		(a)	a new law, or a change in the law
                                                               (including its interpretation), taking effect after the date of
                                                               this Agreement;



 


		(b)	a new rule or decision being made
                                                               by any Government Agency, or a change in any rule or decision of
                                                               any Government Agency, after the date of this Agreement; or



 


		(c)	a new administrative practice or
                                                               policy being introduced by any Government Agency, or a change in
                                                               any administrative practice or policy of any Government Agency,
                                                               after the date of this Agreement,



 


including any law, rule, decision,
practice or policy, or any change in any law, rule, decision, practice or policy, which takes effect retrospectively.


 




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		8.8	Other limits



 


The Vendors are not liable to
make any payment (whether by way of damages or otherwise) for any breach of any Vendors’ Warranty:


 


		(a)	to the extent that the breach has
                                                               arisen or Loss suffered has increased as a result of any act or
                                                               omission of after Completion by the Purchaser Group;



 


		(b)	to the extent that the breach has
                                                               arisen or Loss suffered has increased as a result of any act or
                                                               omission by or on behalf of the Vendors:



 


		(i)	that is required or permitted by
                                                             any provision of this Agreement; or



 


		(ii)	at the request, or with the agreement,
                                                              of the Purchaser;



 


		(c)	to the extent that the breach has
                                                               been remedied or Loss suffered has been mitigated without cost
                                                               to the Purchaser; or



 


		(d)	to the extent that the breach would
                                                               not have arisen or Loss would not have been suffered but for any
                                                               restructure or change in ownership of any member of the Purchaser
                                                               Group after Completion or any change in the accounting policies
                                                               of any member of the Purchaser Group after Completion.



 


		8.9	Indirect Loss



 


No Vendor
is liable to make any payment (whether by way of damages or otherwise) to the Purchaser for any indirect or consequential loss
or loss of profits, however arising.


 


		8.10	Sole remedy



 


		(a)	It is the intention of the Parties
                                                               that the Purchaser’s sole remedies against the Vendors and
                                                               Covenantors in respect of the sale and purchase of the Shares are
                                                               as set out in this Agreement.



 


		(b)	The Vendors and Covenantors have
                                                               no liability to the Purchaser under a claim, unless the claim may
                                                               be made under the terms of this Agreement or arises out of a statutory
                                                               right which cannot be excluded by contract.



 


		(c)	The Purchaser must not make a claim
                                                               which the Purchaser would not be entitled to make under this Agreement
                                                               or which is otherwise inconsistent with the Purchaser’s entitlement
                                                               to make a claim under this Agreement and the Purchaser acknowledges
                                                               that to do so would be to seek to circumvent the parties’
                                                               intention expressed in clause 8.10(a) above.



 


		8.11	No double recovery



 


The Vendors and Covenantors will
not be liable for any Loss to the extent that the Purchaser has already recovered from the Vendor or any other third party in
relation to the same facts, matters or circumstances.


 


		8.12	Reimbursement for amounts recovered



 


The Purchaser must reimburse
the Vendors or Covenantors (as applicable) for amounts paid by the Vendors or Covenantors (as applicable) to the Purchaser with
respect to a breach of a Vendor’s Warranty, to the extent the Purchaser has recovered equivalent amounts from any third
party in respect of the same facts, matters or circumstances which gave rise to the initial payment (including from any insurer
under a contract of insurance).


 




    	17



    	 



    

 


		8.13	Circumstances where limitations
                                                                not to apply



 


The limitations in this clause
8 do not apply to any claim against a particular Vendor, to the extent that it arises out of the fraud of that Vendor.


 


		8.14	Covenantors



 


The Covenantors in consideration
of the Purchaser Group entering into and performing this Agreement covenant for their benefit to cause the Vendors to perform
these obligations under this Agreement and to the extent that the Vendors fail to do so the Purchaser may claim against the Covenantors
directly for any loss or damage incurred by the Purchaser.


 


		9.	W&I INSURANCE



 


		9.1	W&I Insurance Policy 



 


		(a)	The parties agree to procure prior
                                                               to Completion, a W&I Insurance Policy to a level and on terms
                                                               satisfactory to the Purchaser, including on terms set out in clause
                                                               9.2 in the name of the Purchaser which indemnifies the Purchaser
                                                               with effect from the date of Completion against any Loss in respect
                                                               of any breach of any of the Vendor Warranties given under this
                                                               Agreement.



 


		(b)	The W&I Insurance Policy is
                                                               to be maintained until at least 30 days after the expiration of
                                                               the dates specified in clause 8.4.



 


		(c)	The Parties agree that the
                                                                   Purchaser shall pay the cost of the W&I Insurance Policy
                                                                   and that the Vendors will allow the Purchaser to reduce the
                                                                   Purchase Price by $80,000 in respect of the cost of the W&I
                                                                   Insurance Policy.



 


		9.2	Terms of the W&I Insurance
                                                               Policy 



 


The terms of the W&I Insurance
Policy must stipulate that:


 


		(a)	except as set out in clause 9.4(a),
                                                               the Warranty Insurer has no recourse to the Vendors; and



 


		(b)	there is no excess or any other
                                                               amount payable by the Vendors under the W&I Insurance Policy.



 


		9.3	Claims by the Purchaser


 

		(a)	Notwithstanding any other provision
                                                               of this Agreement, the Purchaser (or any of its successors or assignees)
                                                               for valuable consideration received, undertakes and agrees that
                                                               it will not make and irrevocably waives any right it may have to
                                                               make, any claim for breach of a Vendor’s Warranty against
                                                               the Vendors and the Vendors will not be liable to the Purchaser
                                                               for any Vendors’ Warranty claim.



 


		(b)	The Purchaser’s sole remedy
                                                               for any breach of Vendor Warranty is under the W&I Insurance
                                                               Policy.



 




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		(c)	If there is any conflict or inconsistency
                                                               between this clause 9 and any other provisions of this Agreement,
                                                               this clause 9 prevails.



 


		9.4	Subrogation


 

		(a)	The Purchaser must ensure that
                                                               at all times the W&I Insurance Policy provides that the Warranty
                                                               Insurer will only be entitled to subrogate against the Vendors
                                                               in respect of a payment under the W&I Insurance Policy which
                                                               arises in whole or in part out of a Vendor’s fraud and then
                                                               only to the extent and in respect of those rights of recovery relating
                                                               directly to the fraud.



 


		(b)	The parties agree and acknowledge
                                                               that clause 9.3 has full force and effect irrespective of whether
                                                               the Purchaser complies with its obligations under this clause 9
                                                               and irrespective of the terms or the validity of the W&I Insurance
                                                               Policy.



 


		10.	GUARANTEE



 


		10.1	Consideration



 


The Guarantors agree they have
entered into this agreement for valuable consideration including that the Vendors and Covenantors, at the request of the Guarantors,
enter into this Agreement.


 


		10.2	Guarantee



 


The Guarantors unconditionally
and irrevocably:


 


		(a)	guarantee to the Vendors on
                                                               demand the due and punctual performance by the Purchaser of
                                                               the Guaranteed Obligations; and



 


		(b)	indemnify the Vendors on demand
                                                               against all liabilities, Losses, damages, costs and expenses which
                                                               the Vendors may now or in the future suffer or incur consequent
                                                               on or arising out of any breach or non-observance by the Purchaser
                                                               of a Guaranteed Obligation.



 


		10.3	Extent of Guarantee and Indemnity



 


This clause 10 applies and
the obligations of the Guarantors remain unaffected despite:


 


		(a)	an amendment of this Agreement; 



 


		(b)	a rule of law or equity to the
                                                               contrary; 



 


		(c)	a person becoming insolvent or
                                                               otherwise unable to pay their debts when they fall due;



 


		(d)	the appointment of a receiver,
                                                               receiver and manager, administrator or liquidator to a person or
                                                               a person’s assets;



 


		(e)	the liquidation or winding up of
                                                               a person;



 


		(f)	a change in the constitution, membership,
                                                               or partnership of a person;



 


		(g)	the partial performance of the
                                                               Guaranteed Obligations; 



 




    	19



    	 



    

 


		(h)	the Vendors granting any time or
                                                               other indulgence or concession to, compounding or compromising
                                                               with, or wholly or partially releasing the Guarantors from
                                                               an obligation; or



 


		(i)	another thing happening that might
                                                               otherwise release, discharge or affect the obligations of the Guarantors
                                                               under this agreement.



 


		10.4	Principal and Independent Obligation



 


This clause 10 is:


 


		(a)	a principal obligation and is not
                                                               to be treated as ancillary or collateral to another right or obligation;
                                                               and



 


		(b)	independent of and not in substitution
                                                               for or affected by another security interest or guarantee or other
                                                               document or agreement which the Vendors or another person
                                                               may hold concerning the Guaranteed Obligations or any related matter.



 


		10.5	Enforcement against Guarantors



 


The Vendors may enforce this Agreement
against the Guarantors without first having to resort to another guarantee or security interest or other agreement relating
to the Guaranteed Obligations. The Guarantors waive any right they have of first requiring the Vendors to enforce any other
right, power, remedy or security against the Purchaser or any other person before claiming from the Guarantors under
the guarantee and indemnity.


 


		11.	RESTRAINT



 


		11.1	Each of the Vendors and Covenantors
                                                                undertakes to the Purchaser that it shall not in any capacity
                                                                for the period referred to in Clause11.2:



 


		(a)	undertake, carry on or be engaged
                                                               in or concerned with or interested in any business that provides
                                                               the same or materially similar services to mobile phone carriers
                                                               or to other parties integrating with the billing systems of mobile
                                                               phone carriers as those currently provided by the MIA Business;



 


		(b)	canvass or solicit any person who
                                                               is or was a client or customer of a Group Company in respect of
                                                               the services outlined in clause 11.1(a);



 


		(c)	canvass or solicit any employee
                                                               to leave his employment with a Group Company; or



 


		(d)	counsel, procure or otherwise assist
                                                               any person to do any of the acts referred to Clause 11.1(a), (b)
                                                               or (c).



 


		11.2	Duration of Restraint



 


The undertakings
in Clause 11.1 are given for a period commencing on the Effective Date and:


 


		(a)	lasting for a period of 2 years;



 




    	20



    	 



    

 


		(b)	if the period in paragraph (a)
                                                               means that clause 11.1 is unenforceable then for a period of 1
                                                               years; or



 


		(c)	if the period in paragraph (b)
                                                               means that clause 11.1 is unenforceable then for a period of 6
                                                               months.



 


		11.3	Exceptions



 


In this clause 11, the parties
acknowledge that from the Completion Date:


 


		(a)	any Vendor or Covenantor may hold
                                                               in total up to 10% of the shares in any public company the shares
                                                               of which are quoted on a recognised stock exchange provided that
                                                               in total the Vendors and Covenantors do not hold in total 20% of
                                                               the Shares in the relevant public company, even though that company
                                                               carries on any of the activities referred to in clause 11.1(a)
                                                               as at the date of Completion; and



 


		(b)	no Vendor or Covenantor will be
                                                               in breach of the restriction in clause 11.1(c) where the Vendor
                                                               or Covenantor as the case may be recruits a person as a response
                                                               to a newspaper, paid for website advertisement or other public
                                                               advertisement.



 


		12.	COSTS AND STAMP DUTY



 


		12.1	Costs Generally



 


Except to the extent specified
in clause 9.2 each Party must bear and is responsible for its own costs in connection with the preparation, execution, completion
and carrying into effect of this Agreement.


 


		12.2	Stamp Duty Generally



 


The Purchaser must bear and
is responsible for all stamp duty on or in respect of:


 


		(a)	this Agreement;



 


		(b)	the transfer of the Shares under
                                                               this Agreement; and



 


		(c)	any instrument or transaction contemplated
                                                               by this Agreement.



 


		13.	NOTICES



 


		13.1	Method of Giving Notices



 


A notice, consent, approval
or other communication (each a 'notice') under this Agreement must be signed by or on behalf of the person giving it (in the case
of (b) and (c) below), addressed to the person to whom it is to be given and:


 


		(a)	delivered to that person’s
                                                               address;



 


		(b)	sent by pre-paid mail to that person’s
                                                               address;



 


		(c)	transmitted by facsimile to that
                                                               person's address; or



 




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		(d)	sent by email to that person’s
                                                               email address.



 


		13.2	Time of Receipt



 


A notice given to a party in
accordance with the clause is treated as having been given and received:


 


		(a)	if delivered to a person's address
                                                               on the day of delivery if a Business Day otherwise on the next
                                                               following day;



 


		(b)	if sent by pre-paid mail on the
                                                               third Business Day after posting;



 


		(c)	if transmitted by facsimile to
                                                               a person’s address and a correct and complete transmission
                                                               report is received on the day of transmission if a Business Day
                                                               otherwise on the next following Business Day; and



 


		(d)	if sent by email, when the email
                                                               is recorded as sent by the sender of that email, except if the
                                                               sender receives an email in response specifying the email did not
                                                               reach the intended recipient or the recipient is out of the office.



 


		13.3	Address of Parties



 


For the purposes of this clause,
the address of a person is the address set out below or another address of which that person may from time to time give notice
to each other person:


 


	Vendors:	Address:	The addresses set out opposite
    the name of each Vendor in Schedule 1
	 	 	 
	Purchaser:	Address:	Digital Turbine Inc.
	 	 	4751 Wilshire Boulevarde
	 	 	3rd Floor
	 	 	Los Angeles California 90010  USA
	 	 	 
	 	 	with copies to:
	 	 	Mannatt, Phelps, Phillips llp
	 	 	11355 West Olympic Bouldevard
	 	 	Los Angeles California  900064
	 	 	Attention:  Rich Maire
	 	 	 
	 	 	Herbert Geer
	 	 	Level 12
	 	 	77 King Street,
	 	 	Sydney  NSW  2000
	 	 	Attn: Mr Andrew Bristow


 




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		14.	GENERAL



 


		14.1	Amendment



 


This Agreement may only be amended
or supplemented in writing signed by the Parties.


 


		14.2	Waiver



 


The non-exercise of or delay
in exercising any power or right of a Party does not operate as a waiver of that power or right nor does any single exercise of
any power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right
may only be waived in writing signed by the Party to be bound by the waiver.


 


		14.3	Liability of Parties



 


The liability of each Vendor
under or in connection with a joint obligation under this document is several and not joint or joint and several and each Vendor
will only be liable for that portion of a claim equal to its respective pre-completion shareholding in MIA Holdings. The liability
of each Covenantor is also several and not joint or joint and several.


 


		14.4	Entire Agreement



 


This Agreement is the entire
Agreement of the Parties on the subject matter. The only enforceable obligations and liabilities of the Parties in relation to
the subject matter are those that arise out of the provisions contained in this Agreement. All representations, communications
and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.


 


		14.5	Severability



 


Any provision in this Agreement
which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so
as to be valid and enforceable and is otherwise capable of being severed to the extent of the invalidity or unenforceability without
affecting the validity or enforceability of any provision in any other jurisdiction.


 


		14.6	Assignment Before Completion



 


No Party may assign or transfer
any of its rights or obligations under this Agreement, other than to a Related Body Corporate, without the prior consent in writing
of the other Party.


 


		14.7	No Merger



 


No provision of this Agreement:


 


		(a)	merges on or by virtue of Completion;
                                                               or



 


		(b)	is in any way modified, discharged
                                                               or prejudiced by reason of any investigations made or information
                                                               acquired by or on behalf of the Purchaser.



 




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		14.8	Further Assurance



 


Each Party must do, sign,
execute and deliver and must ensure that each of its employees and agents does, signs, executes and delivers all deeds, documents,
instruments and acts reasonably required of it or them by notice from the other Party effectively to carry out and give full effect
to this Agreement and the rights and obligations of the Parties under it both before and after Completion.


 


		14.9	Preserve Records



 


For a period of not less than
7 years after Completion:


 


		(a)	the Purchaser must preserve the
                                                               Records;



 


		(b)	the Vendors must preserve all Records
                                                               which they are required by law to retain; and



 


		(c)	the Purchaser and the Vendors must
                                                               on reasonable notice during normal business hours make the items
                                                               referred to in Clauses 14.9(a) and (b) above available to the other
                                                               or its agents to examine the same and to make and remove copies
                                                               of them.



 


		14.10	Counterparts



 


This Agreement may be executed
in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.


 


		14.11	Attorneys



 


Each attorney who executes
this Agreement on behalf of a Party declares the attorney has no notice of the revocation or suspension of the power of attorney
by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this Agreement and
has no notice of the death of the grantor.


 


		14.12	Announcement



 


The Parties agree that an announcement
substantially in the form set out in Annexure C shall be made by the Purchaser upon signing of this Agreement.


 


		14.13	Confidentiality



 


		(a)	With the exception of clause 14.12
                                                               each Party must treat the existence and terms of this Agreement
                                                               confidentially and no announcement or communication relating to
                                                               the negotiations of the Parties or the existence, subject matter
                                                               or terms of this Agreement may be made or authorised by a Party
                                                               unless the other Party has first given its written approval.



 




    	24



    	 



    

 


		(b)	The provisions of this clause 14.13
                                                               shall not apply to any information which:



 


		(i)	is generally available to the
                                                                  public (other than a result of wrongful disclosure by a Party);
                                                                  or



 


		(ii)	is required to be disclosed
                                                                   by law or by the rules of any relevant securities exchange
                                                                   upon which the shares of a Party or Related Body Corporate
                                                                   are listed.



 


		15.	LAW AND JURISDICTION



 


		15.1	Governing Law



 


This Agreement is governed
by the law in force in New South Wales, Australia.


 


		15.2	Submission to Jurisdiction



 


The Parties submit to the
non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts in respect
of any proceedings in connection with this Agreement.


 


		16.	GST



 


		16.1	Interpretation



 


Words or expressions used in
this clause 16 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning
in this clause.


 


		16.2	Consideration is GST exclusive



 


Any consideration to be paid
or provided for a supply made under or in connection with this Agreement, unless specifically described in this Agreement as 'GST
inclusive', does not include an amount on account of GST.


 


		16.3	Gross up of consideration



 


Despite any other provision
in this Agreement, if a party ('Supplier') makes a supply under or in connection with this Agreement on which GST is imposed
(not being a supply the consideration for which is specifically described in this Agreement as 'GST inclusive'):


 


		(a)	the consideration payable or to
                                                               be provided for that supply under this Agreement but for the application
                                                               of this clause ('GST exclusive consideration') is increased
                                                               by, and the recipient of the supply ('Recipient') must also
                                                               pay to the Supplier, an amount equal to the GST payable by the
                                                               Supplier on that supply; and



 


		(b)	the amount by which the GST exclusive
                                                               consideration is increased must be paid to the Supplier by the
                                                               Recipient without set off, deduction or requirement for demand,
                                                               at the same time as the GST exclusive consideration is payable
                                                               or to be provided.



 




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		16.4	Reimbursements (net down)



 


If a payment to a Party under
this Agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that Party,
then the payment will be reduced by the amount of any input tax credit to which that Party is entitled for that loss, cost or
expense.


 


		16.5	Tax invoices



 


The Recipient need not make a payment
for a taxable supply made under or in connection with this Agreement in respect of a taxable supply until the Supplier has given
the Recipient a tax invoice for the supply to which the payment relates.


 


		17.	TRUSTS



 


If Party is a trustee and signs
this Agreement as trustee of a trust the following provisions apply:


 


		(a)	This Agreement binds the Party
                                                               both in its personal capacity and in its capacity as trustee.



 


		(b)	Each Vendor promises the Purchaser
                                                               the following statements are true and the Purchaser relies on them.
                                                               Each Vendor will make sure these statements are true at all times.
                                                               If they are not true, the Vendors will compensate the Purchaser
                                                               for its loss:



 


		(i)	the relevant trust document is valid
                                                             and complies with the law.



 


		(ii)	the trust has not terminated. No
                                                              event causing the vesting of the trust assets has occurred.



 


		(iii)	it is proper for the Vendor, as
                                                               trustee, to execute this Agreement, and to do everything this Agreement
                                                               contemplates that the Vendor will do. Those things do or will benefit
                                                               the beneficiaries of the trust; and



 


		(iv)	the Vendor is entitled to use the
                                                              trust assets to meet all its obligations under this Agreement, ahead
                                                              of the rights of any of the beneficiaries.



 




    	26



    	 



    

 


SCHEDULE 3


 


VENDORS’ WARRANTIES


 


Part A: In respect
of each Vendor:


 


		1.	Status:



 


		1.1	The Vendor is duly incorporated
                                                               and validly exists under the laws of its place of incorporation.



 


		1.2	The Vendor has full corporate power
                                                               and authority to hold and sell the shares it holds in each of MIA
                                                               Holdings and MIATA.



 


		1.3	If the Vendor is the trustee of
                                                               a trust, the trust is validly constituted and has not vested or
                                                               distributed the shares in MIA Holdings and/or MIATA held by the
                                                               trustee for the trust.



 


		2.	Solvency (Corporations)



 


None of the following events
has occurred in relation to any Vendor that is a corporation:


 


		(a)	a receiver, receiver and manager,
                                                                  liquidator, provisional liquidator, administrator or trustee
                                                                  is appointed in respect of the Vendor or any of its assets or
                                                                  anyone else is appointed who (whether or not as agent for the
                                                                  Seller) is in possession, or has control, of any of the Vendor's
                                                                  assets for the purpose of enforcing a charge;



		(b)	an event occurs that gives any
                                                                  person the right to seek an appointment referred to in paragraph
                                                                  (a);



		(c)	an application is made to court
                                                                  or a resolution is passed or an order is made for the winding
                                                                  up or dissolution of the Vendor or an event occurs that would
                                                                  give any person the right to make an application of this type;



		(d)	the Vendor proposes or takes
                                                                  any steps to implement a scheme of arrangement or other compromise
                                                                  or arrangement with its creditors or any class of them;



		(e)	the Vendor stops paying its
                                                                  debts when they become due or is declared or taken under any
                                                                  applicable law to be insolvent or the Vendor's board of directors
                                                                  resolves that the Vendor is, or is likely to become at some
                                                                  future time, insolvent;



		(f)	any person in whose favour the
                                                                  Vendor has granted any Security Interest becomes entitled to
                                                                  enforce any security under that Security Interest or any floating
                                                                  charge under that Security Interest crystallises; or



		(g)	any event under any law which
                                                                  is analogous to, or which has a substantially similar effect
                                                                  to, any of the events referred to in paragraphs (a) to (f).



 




    	27



    	 



    

 


		3.	Due Authorisations



 


		3.1	The execution and delivery of this
                                                               Agreement has been properly authorised by all necessary corporate
                                                               and trust action of the Vendor.



 


		3.2	The Vendor has full corporate and
                                                               trust power and lawful authority to execute and deliver this Agreement
                                                               and to consummate and perform or cause to be performed its obligations
                                                               under this Agreement.



 


		3.3	This Agreement constitutes legal,
                                                               valid and binding obligations of the Vendor both in its own capacity
                                                               and as trustee of a trust enforceable in accordance with their
                                                               respective terms by appropriate legal remedy.



 


		4.	Title to the Shares



 


		4.1	The Vendor is the legal owner of
                                                               the shares it holds in each of MIA Holdings and MIATA and has full
                                                               authority to transfer those Shares pursuant to this Agreement.



 


		4.2	On Completion all the shares held
                                                               by the Vendor in each of MIA Holdings and MIATA will be free from
                                                               any encumbrance, security or third party interest.



 


		4.3	Other than as disclosed to the
                                                               Purchaser, the Vendor has not disposed of, agreed to dispose of
                                                               or granted any option to any person to purchase any of the shares
                                                               or any interest in any of the shares held by the Vendor in each
                                                               of MIA Holdings and MIATA.



 


		4.4	This warranty is provided by Tricky
                                                               Pty Ltd only:



 


That Metaska
Pty Ltd ACN 108 900 938 holds no shares in MIA Australia.


 


Part B: In respect
of each Group Company, unless otherwise stated:


 


		1.	Status:



 


		1.1	Each Group Company is duly incorporated
                                                               and validly exists under the laws of its place of incorporation;



 


		1.2	MIA Australia has full corporate
                                                               power and authority to own its properties, assets and business
                                                               and to carry on the MIA Business;



 


		1.3	No meeting has been convened, resolution
                                                               proposed, petition presented or audit made for the winding up of
                                                               a Group Company and no receiver, receiver and manager, provisional
                                                               liquidator, liquidator or other officer of the court has been appointed
                                                               or threatened to be appointed in relation to a Group Company or
                                                               any part of its undertaking or assets;



 


		1.4	A complete and accurate copy of
                                                               the Constitution of each Group Company has been disclosed in the
                                                               Data Room;



 




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		1.5	MIA Holdings has no subsidiaries
                                                               other than MIA Australia; and



 


		1.6	MIA Holdings has no interest in
                                                               the share capital of any company other than MIA Australia.



 


		1.7	MIA Technology has no interest
                                                               in the share capital of any company.



 


		2.	Solvency:



 


None of the following events
has occurred prior to Completion in relation to a Group Company:


 


		(a)	a receiver, receiver and manager,
                                                                  liquidator, provisional liquidator, administrator or trustee
                                                                  is appointed in respect of the Group Company or any of its assets
                                                                  or anyone else appointed who (whether or not as agent for the
                                                                  Group Company) is in possession, or has control, of any of the
                                                                  Group Company's assets for the purpose of enforcing a charge;



 


		(b)	an event that gives any person
                                                                 the right to seek an appointment referred to in paragraph
                                                                 (a);



 


		(c)	an application made to court
                                                                 or a resolution passed or an order made for the winding up or
                                                                 dissolution of the Group Company or an event occurs that would
                                                                 give any person the right to make an application of this type;



 


		(d)	the Group Company proposed or
                                                                 took any steps to implement a scheme of arrangement or other
                                                                 compromise or arrangement with its creditors or any class of
                                                                 them;



 


		(e)	the Group Company stopped paying
                                                                 its debts when they become due or was declared or taken under
                                                                 any applicable law to be insolvent or the board of directors
                                                                 of the Group Company resolved that it is, or is likely to become
                                                                 at some future time, insolvent;



 


		(f)	any person in whose favour the
                                                                 Company had granted any Security Interest becomes entitled to
                                                                 enforce any security under that Security Interest; or



 


		(g)	any event under any law which
                                                                 was analogous to, or which had a substantially similar effect
                                                                 to, any of the events referred to in paragraphs (a) to
                                                                 (f).



 


		3.	Powers of attorney



 


No Group Company has granted
any power of attorney or similar authority that is still in force.


 


		4.	Guarantees



 


As far at the Vendors are aware,
no Group Company is directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy any obligation
of any third party. No letter of comfort or similar assurance has been given by a Group Company.


 




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		5.	Share Capital



 


		5.1	The Shares are fully paid and were
                                                               properly issued.



 


		5.2	The whole of the share capital
                                                               of each Group Company as at the date of this Agreement and as at
                                                               the Completion Date is held in accordance with Schedule 6:



 


		5.3	Other than the Entitlements which
                                                               will be cancelled under the Cancellation Agreements there are no:



 


		(a)	options or other entitlements:



 


		(i)	over the Shares; or



 


		(ii)	to have shares of a Group Company issued; or



 


		(b)	securities convertible into shares of a Group Company.



 


		6.	Records



 


			The Records:



 


		(a)	are in the possession of the Group Companies;



 


		(b)	as far as the Vendors are aware, have been, fully, properly
and accurately kept and maintained in all material respects in accordance with proper accounting and business practices and the
Corporations Act and are up-to-date; and



 


		(c)	record the details of all material transactions, finances,
assets and liabilities of the Group Companies.



 


		7.	No conflict



 


		7.1	This Agreement, and Completion
                                                               will not:



 


		(a)	conflict with or result in a breach
                                                                of or default under any provision of the Constitution of a Group
                                                                Company or any writ, order or injunction, judgment, law, rule
                                                                or regulation to which it is a party or is subject or by which
                                                                it is bound;



 


		(b)	conflict with or result in a breach
                                                                of or default of any Material Contract to which a Group Company
                                                                is a party which would, individually or in the aggregate, have
                                                                a material adverse effect on a Group Company;



 


		(c)	result in the creation, imposition,
                                                                crystallisation or enforcement of any encumbrance on any of the
                                                                assets of a Group Company; or



 


		(d)	result in any indebtedness of
                                                                a Group Company becoming due and payable.



 




    	30



    	 



    

 


		8.	Financial Position 



 


		8.1	The Financial Statements:



 


		(a)	were prepared in accordance with
                                                                the Accounting Standards and comply with the requirements of the
                                                                Corporations Act for a non-reporting entity;



 


		(b)	were prepared in the manner described
                                                                in the notes to them and the accompanying auditor’s report;
                                                                and



 


		(c)	show a true and fair view of the
                                                                financial position of each Financial Statement Company as at the
                                                                Accounts Date and the operation of each Financial Statement Company
                                                                for the financial period ending on the Accounts Date.



 


		8.2	The Management Accounts:



 


		(a)	have been prepared on a basis
                                                                consistent with practices (other than the respect of intercompany
                                                                charges) and procedures applied by each Financial Statement Company
                                                                in the past 24 months; and



 


		(b)	so far as the Vendors are aware,
                                                                show a materially accurate view of the financial position of each
                                                                Financial Statement Company as at the date they were prepared
                                                                and the financial performance of each Financial Statement Company
                                                                for the period to which they relate.



 


		8.3	Since the Accounts Date and other
                                                               than as contemplated under the Restructure:



 


		(a)	MIA Australia has conducted the
                                                                MIA Business properly and in the ordinary course of business;



 


		(b)	no Group Company has disposed
                                                                of any of its material assets or acquired material assets, except
                                                                in the ordinary course of business;



 


		(c)	no Group Company has incurred
                                                                liabilities other than in the ordinary course of business;



 


		(d)	no Group Company has given any
                                                                guarantees, indemnities or letters of comfort in respect of the
                                                                obligations of any person;



 


		(e)	no Group Company has granted or
                                                                created any mortgage, charge, debenture, lien, finance lease or
                                                                other encumbrance other than in the ordinary course of business;



 


		(f)	no dividends, bonus issues or
                                                                other distributions to shareholders have been declared or made
                                                                and no repayment of shareholders’ loans have been made by
                                                                a Group Company;



 


		(g)	no Group Company has made any
                                                                significant change to the nature or scale of any activity comprised
                                                                in the MIA Business;



 




    	31



    	 



    

 


		(h)	no Group Company has issued
                                                                  or allotted any shares or other securities, bought back or redeemed
                                                                  any shares or other securities or otherwise reduced its share
                                                                  capital or agreed conditionally or otherwise to do, any of those
                                                                  things;



 


		(i)	no Group Company has incurred
                                                                  or entered into commitments to incur capital expenditure in
                                                                  excess of $25,000 for any individual item or $50,000 in aggregate;
                                                                  and



 


		(j)	there has been no material increase
                                                                  or decrease in the levels of debtors, creditors or inventory
                                                                  or in the average collection or payment periods for debtors
                                                                  and creditors of each Group Company and:



 


		(i)	no Group Company has defaulted
                                                                   in paying any creditor by the due date for payment; and



 


		(ii)	no debt owing to a Group Company
                                                                    has been released or settled for an amount less than its full
                                                                    amount.



 


		9.	Absence of litigation, Permits
                                                                 and compliance with law



 


		9.1	There is no claim, action, proceeding
                                                               or investigation pending or, to the Vendors’ knowledge, threatened
                                                               against a Group Company (or to the Vendors’ knowledge, pending
                                                               or threatened against any of the officers, directors or employees
                                                               of a Group Company with respect to their business activities on
                                                               behalf of a Group Company) before any court, tribunal, arbitrator
                                                               or other Government Agency.



 


		9.2	There is no unsatisfied judgment,
                                                               award or decision of any court, tribunal, arbitrator or other Government
                                                               Agency against a Group Company.



 


		9.3	Each Group Company holds all necessary
                                                               licences (including statutory licences) consents, permissions,
                                                               authorisations and permits (Permits) from, by or with all
                                                               Government Agencies for the proper carrying on of the MIA Business
                                                               in all material respects and has complied with such Permits in
                                                               all material respects.



 


		9.4	To the knowledge of the Vendors,
                                                               no practice carried on by a Group Company or contract, arrangement
                                                               or understanding to which a Group Company is a party:



 


		(a)	is or should be notified or authorised
                                                                under the Australian Consumer Law or has been the subject
                                                                of any inquiry under that Act; or



 


		(b)	infringes any other competition,
                                                                anti-restrictive trade practice, anti-trust or other consumer
                                                                protection or environmental laws applicable to a Group Company
                                                                in Australia or overseas.



 


		9.5	Compliance



 


Each Group Company has at all
times since incorporation conducted its business and affairs in accordance with its constitution and in accordance with all applicable
laws and regulations. No Group Company is in breach of any order, judgment or award of any court, tribunal or Government Agency
in any jurisdiction.


 




    	32



    	 



    

 


		9.6	Orders, directions and notices



 


No Group Company has received
any order, direction or notice from any Government Agency or any other person requiring expenditure by a Group Company or which
might otherwise adversely affect the business of a Group Company or the use of any property by a Group Company that has not been
complied with in full. As far as the Vendors are aware no circumstance exists that may result in any order of this type being
made or direction or notice of this type being given.


 


		10.	Insurance



 


		10.1	Materially complete and correct
                                                                particulars of the insurance policies effects, and in force as
                                                                at the date of this Agreement, for the benefit of the Group Companies
                                                                are included in the Data Room.



 


		10.2	To the best of the Vendors’
                                                                knowledge, nothing has been done or omitted to be done which would
                                                                make any policy of insurance referred to in warranty 10.1 void
                                                                or voidable or which would permit an insurer to cancel such policy
                                                                or refuse or reduce a claim.



 


		11.	Taxation 



 


		11.1	Payments



 


All Tax liabilities that have
become lawfully due and payable by a Group Company have been paid on or before the due date for that payment.


 


		11.2	Withholding



 


All amounts required by any
law or regulation relating to Tax to be withheld by a Group Company at source have been correctly withheld and accounted for to
the proper Taxation Authority.


 


		11.3	Returns and assessments



 


Each Group Company has lodged
by the due date all returns and other documents relating to Tax required to be lodged with any Taxation authority and:


 


		(a)	all information contained in
                                                                  all returns (including amended returns) and other documents
                                                                  relating to Tax was complete and accurate in all material respects
                                                                  and not false, misleading or deceptive;



 


		(b)	no dispute exists in relation
                                                                  to any of those documents and as far as the Vendors are aware
                                                                  no circumstances exists which might give rise to a dispute of
                                                                  this type; and



 


		(c)	no dispute exists in relation
                                                                  to any of those documents or any Tax Assessment and as far as
                                                                  the Vendors are aware no circumstances exists which might give
                                                                  rise to a dispute of this type.



 




    	33



    	 



    

 


		11.4	Penalties



 


No Group Company has in the
3 years before the date of this Agreement paid or become liable to pay any penalty, fine or interest under any law or regulation
relating to Tax and as far as the Vendors are aware no circumstance exists that may result in a Group Company becoming liable
to pay any penalty, fine or interest of this type.


 


		11.5	Investigations and disputes



 


No Group Company has in the
3 years before the date of this Agreement been the subject of any investigation or audit by, or in dispute with, any Taxation
authority and as far as the Vendors are aware no investigation, audit or dispute of this type is pending or threatened and no
circumstances exist that may result in any investigation, audit or dispute of this type.


 


		11.6	Records



 


Each Group Company has retained:


 


		(a)	copies of all returns and other
                                                                  documents lodged with any Taxation authority;



 


		(b)	all records and other documents
                                                                  required by a Group Company to calculate income tax liabilities,
                                                                  capital gains, capital losses, net capital gains and net capital
                                                                  losses after Completion; and



 


		(c)	all other records and other
                                                                  documents required by any law or regulation relating to Tax
                                                                  to be retained by a Group Company for the requisite period.



 


		11.7	Franking accounts



 


Each Group Company has accurately
maintained a franking account in accordance with the Tax Act at all relevant times and:


 


		(a)	complete and accurate details
                                                                  of the balance of each franking account and any existing or
                                                                  pending franking debits have been provided to the Purchaser
                                                                  in the Data Room;



 


		(b)	each Group Company franked all
                                                                  dividends in accordance with the benchmark franking rule; and



 


		(c)	each Group Company will not
                                                                  have a franking deficit at Completion.



 


		11.8	Distributions



 


No Group Company has:


 


		(a)	paid or credited an amount,
                                                                  transferred any property, made any distribution or loan or forgiven
                                                                  any debt which may be deemed to give rise to a dividend under
                                                                  the Tax Act; or



 




    	34



    	 



    

 


		(b)	streamed any distribution or
                                                                  non-share dividends for the purposes of Division 204 of the
                                                                  Tax Act.



 


		11.9	Remuneration and other payments



 


No Group Company has paid or
credited remuneration or an allowance, gratuity or compensation on retirement to an associated person in excess of a reasonable
amount allowable as a deduction in computing the taxable income of a Group Company as a result of which deductions claimed or
claimable by a Group Company may be denied.


 


		11.10	Loans and debt forgiveness



 


No Group Company has:


 


		(a)	paid or credited an amount on
                                                                  behalf of or for the benefit of an associate, made an advance
                                                                  or loan or loans that may be treated as an amalgamated loan,
                                                                  or forgiven all or part of a debt owed to a Group Company directly
                                                                  or through an interposed entity, in relation to which a dividend
                                                                  may be taken to have been paid or a franking debit may arise
                                                                  under the Tax Act; or



 


		(b)	agreed to waive, forgive or
                                                                  otherwise not seek to recover any debt owing by any person.


 

		11.11	Waiver of debts



 


			No amount has been waived, released,
                                                                extinguished, forgiven or otherwise abandoned by any person in
                                                                respect of debts owed by a Group Company to any other person which
                                                                would give rise to a net forgiven amount.



 


		11.12	GST compliance



 


			All invoicing and other systems
                                                                of a Group Company are GST compliant and have at all times since
                                                                the incorporation of each Group Company operated correctly to
                                                                capture appropriate GST information as required by the GST law.



 


		11.13	Membership of Consolidated
                                                                     Group



 


			No Group Company has ever been a member
                                                         of a Consolidated Group other than the Seller Consolidated Group and
                                                         no election has been made to include the Company in a Consolidated Group.



 


		11.14	Tainted share capital



 


No Group
Company has a tainted share capital account within the meaning of section 160ARDM or Division 197 of the Tax Act and none of them
has taken any action that might cause its share capital account to become a tainted share capital account or made any election
at any time to untaint its share capital account.


 




    	35



    	 



    

 


		11.15	Future income tax benefits



 


To the best
of the Vendors knowledge, all tax losses and capital losses recorded in any tax working papers included in the Dataroom would
be available to each Group Company to use to reduce assessable income or capital gains at the Completion Date if the current tax
year for each Group Company had sufficient income or capital gains for that tax year.


 


		11.16	Interposed entity election



 


No Group
Company has made an interposed entity election within the meaning of Schedule 2F of the Tax Act.


 


		12.	The Premises



 


		12.1	The Premises are the only premises
                                                                occupied by MIA Holdings.



 


		12.2	MIA Holdings is not in default
                                                                in any material respect under the lease of the Premises and as
                                                                far as the Vendors are aware there is no reason why the landlord
                                                                would seek to terminate the lease of the Premises prior to the
                                                                expiration of the lease.



 


		12.3	To the best of the Vendors’
                                                                knowledge, the lease of the Premises to which MIA Holdings is
                                                                a party is a valid, subsisting, legal and binding obligation of
                                                                MIA Holdings, enforceable against MIA Holdings in accordance with
                                                                its terms.



 


		12.4	All rents, outgoings and other
                                                                payments required under the lease of the Premises have been paid
                                                                in accordance with the terms of the lease of the Premises and
                                                                no amounts are due and payable as at Completion.



 


		13.	Assets



 


		13.1	MIA Australia is the sole legal
                                                                and beneficial owners of, or are entitled to use, all of the assets
                                                                necessary in the conduct of the MIA Business as it is carried
                                                                on at the date of this Agreement.



 


		13.2	On Completion, all the assets
                                                                of the Group Companies will be free from any encumbrance, security
                                                                or third party interest (other than a permitted security interest
                                                                which means a security interest arising in relation to retention
                                                                of title to trading stock or which arises under operation of law).



 


		13.3	No Group Company has disposed
                                                                of, agreed to dispose of, or granted any option to any person
                                                                to purchase any of its assets or any interest in any of its assets.



 


		13.4	To the Vendors’ knowledge,
                                                                all plant, equipment, machinery, tools, furniture, removal fixtures
                                                                and fittings and motor vehicles (Plant and Equipment) owned
                                                                or used by a Group Company:



 


		(a)	is in good repair and condition
                                                                and in satisfactory working order consistent with its age;



 


		(b)	is capable (subject to fair wear
                                                                and tear) of continuing to do the work for which it was designed
                                                                and/or purchased or leased;



 




    	36



    	 



    

 


		(c)	together constitute all of the
                                                                Plant and Equipment used in or in connection with and necessary
                                                                for the continued conduct of the MIA Business;



 


		(d)	copies of all leases of Plant
                                                                and Equipment and other financing arrangements in relation to
                                                                Plant and Equipment used in the MIA Business as at the date of
                                                                this Agreement have been provided in the Dataroom; and



 


		(e)	no Group Company is in breach
                                                                of the terms of any agreement or arrangement referred to in paragraph
                                                                (d) and has paid all rental or other payments required under the
                                                                agreement or arrangement and no such payments are due as at Completion.



 


		14.	Control of assets



 


All assets owned by a Group
Company or used by a Group Company under any equipment lease, finance lease, hire purchase agreement or similar arrangement are
under the possession or control of a Group Company.


 


		15.	Debts owing to a Group Company



 


		(a)	No debt is owing to a Group
                                                                   Company other than trade debts incurred in the ordinary course
                                                                   of business, debts arising under the Restructure or debts owing
                                                                   from the Vendors to a Group Company full details of which are
                                                                   set out in the Data Room.



 


		(b)	As far as the Vendors are aware:



 


		(i)	all debts owing to a Group
                                                                   Company disclosed in the Financial Statements have been collected
                                                                   or will be collected in full except to the extent of any provision
                                                                   in the Accounts for bad and doubtful debts; and



 


		(ii)	all other debts owing to a
                                                                    Group Company as at the date of this Agreement will be collected
                                                                    in full.



 


		16.	Borrowings



 


		16.1	No Group Company owes any borrowings
                                                                or other indebtedness under any bank facility, overdraft, bond,
                                                                note, debenture, acceptance credit, sale and lease back or other
                                                                arrangement providing financial accommodation of any description
                                                                other than borrowings from third parties on arm's length full
                                                                details of which are contained in the Data Room.



 


		16.2	Any Group Company which is a party
                                                                to the Facility is not in breach of, or default under that Facility.



 




    	37



    	 



    

 


		16.3	The Facility remains undrawn and
                                                                no amount including interest (other than Bank facility fees) are
                                                                outstanding under it.



 


		17.	Intellectual Property 



 


		17.1	General



 


		(a)	All of the Intellectual Property
                                                                is valid and subsisting.



 


		(b)	To the knowledge of the Vendors,
                                                                no Group Company infringes or wrongfully uses any business names,
                                                                licences, copyrights, patents, trademarks, service marks, trade
                                                                names, designs and similar industrial, commercial and intellectual
                                                                property (whether registered or not and whether protected by statute
                                                                or not and including formulae and knowhow).



 


		(c)	No challenge by any third party
                                                                has been made or, to the Vendors’ knowledge, threatened
                                                                in respect of any of the Intellectual Property, their validity
                                                                or registration.



 


		(d)	There are no royalty, licence
                                                                or any other fees payable to any third party in connection with
                                                                the use by a Group Company of the Intellectual Property.



 


		(e)	No Group Company has entered into
                                                                any agreement for the use by any third party of any Intellectual
                                                                Property or which restricts the disclosure or use by a Group Company
                                                                of any Intellectual Property and further, to the Vendor’s
                                                                knowledge, there is no infringement by any third party of any
                                                                Intellectual Property.



 


		17.2	Registered Intellectual Property



 


Complete and accurate details
of all registered Intellectual Property have been disclosed in the Dataroom.


 


		17.3	Ownership and use of Intellectual
                                                                Property Rights



 


The Group Companies are the
sole legal and beneficial owners of the Intellectual Property referred to in the Warranty in paragraph 17.1(a) of this
schedule:


 


		(a)	no person other than the owner
                                                                  of the Intellectual Property has any right to use those Intellectual
                                                                  Property and, to the best of the Vendors’ knowledge, there
                                                                  has been no unauthorised use by any other person of that Intellectual
                                                                  Property; and



 


		(b)	nothing has been done or omitted
                                                                  to be done by a Group Company and as far as the Vendors are
                                                                  aware no other circumstance exists that may affect the validity
                                                                  or ownership of the Intellectual Property.



 


		17.4	Adequacy of Intellectual Property
                                                                Rights



 


Each Group Company owns or
has licensed to it pursuant to an Intellectual Property licence all Intellectual Property necessary to enable the MIA Australia
to conduct the MIA Business in the manner in which it is conducted at the date of this Agreement.


 




    	38



    	 



    

 


		17.5	Rights to use Domain Names



 


MIA Australia holds a valid
licence to use, and has paid in full all licence fees in respect of any domain names used in the MIA Business.


 


		18.	Employees 



 


		18.1	Schedule 9 contains a list
                                                                    of each of the employees of MIA Australia and lists, as at
                                                                    the date of this Agreement, their salaries, accrued entitlements
                                                                    (to wages, salaries, annual leave, long service leave or personal
                                                                    leave) and any other entitlement to other remuneration compensation
                                                                    or benefits such as bonus, profit share or employee incentive
                                                                    scheme.



 


		18.2	There are no outstanding claims
                                                                    against MIA Australia in respect of the employment of any
                                                                    employee.



 


		18.3	There are no employees who
                                                                    are members of any trade union.



 


		18.4	There has been no industrial
                                                                    action or stoppage taken or threatened in respect of MIA Australia
                                                                    in the last 12 months.



 


		18.5	MIA Australia has not received
                                                                    written notification alleging that it has not complied in
                                                                    all material respects with every contractual, statutory, legal
                                                                    or fiscal obligation (including every code of practice, collective
                                                                    agreement and award) applying to the employment of any of
                                                                    its employees.



 


		18.6	There is no pending or unresolved
                                                                    dispute between MIA Australia and any employee or group of
                                                                    employees. To the best of the Vendors’ knowledge, there
                                                                    is no circumstance which is likely to give rise to such a
                                                                    dispute and none is threatened.



 


		18.7	MIA Australia has or will
                                                                    have paid the full amount of all superannuation contributions
                                                                    they are required to pay in respect of each of their employees
                                                                    which are payable in respect of the period ending on the Completion
                                                                    Date.



 


		18.8	MIA Australia has provided
                                                                    at least the prescribed minimum level of superannuation for
                                                                    each of its employees so as not to incur a superannuation
                                                                    guarantee charge liability.



 


		19.	Material Contracts



 


		19.1	None of the Group Companies are
                                                                in default in any material respect under any Material Contract
                                                                to which the relevant Group Company is a party nor, to the knowledge
                                                                of the Vendors, is any other party to any such Material Contract
                                                                in default thereunder in any material respect.



 


		19.2	To the best of the Vendors’
                                                                knowledge, the Material Contracts to which a Group Company is
                                                                a party are all valid, subsisting, legal and binding obligations
                                                                of a Group Company, enforceable against a Group Company in accordance
                                                                with their respective terms.



 


		19.3	None of the Material Contracts
                                                                to which a Group Company is a party provides for any payment or
                                                                receipt of funds not accurately reflecting the value on an arm’s
                                                                length basis of the services or goods in consideration of which
                                                                that payment or receipt of funds has been made or is to be made.



 




    	39



    	 



    

 


		19.4	No Group Company is a member of
                                                                any joint venture, partnership or unincorporated association (other
                                                                than a recognised trade associate) in respect of the MIA Business.



 


		19.5	None of the Material Contracts
                                                                may be terminated by any other party on less than 3 months
                                                                written notice except in the case of breach.



 


		20.	Disclosure of certain contracts



 


True and complete copies of
each of the following have been disclosed to the Purchaser in the Data Room:


 


		(a)	each contract referred to in
                                                                  Schedule 2;



 


		(b)	each real property lease and
                                                                   material equipment lease, finance lease, hire purchase agreement
                                                                   or similar arrangement to which a Group Company is party;



 


		(c)	each contract between a Group
                                                                  Company and the Vendors or Covenantors;



 


		(d)	any offer or proposal that
                                                                   remains open for acceptance and if accepted would result in
                                                                   a Group Company being party to any agreement or arrangement
                                                                   within paragraphs (a) to (c) above; and



 


		(e)	all documents varying or otherwise
                                                                   affecting the terms of any agreement, arrangement, offer or
                                                                   proposal within paragraphs (a) to (d) above.


 

		21.	Unusual, restrictive or onerous
                                                                  contracts



 


No Group Company is party to
any agreement or arrangement that:


 


		(a)	was entered into outside the
                                                                   ordinary course of business or is not on arm's length terms;



 


		(b)	establishes any agency, distributorship,
                                                                   marketing, purchasing, manufacturing, licensing or other arrangement
                                                                   which restricts or limits the ability of a Group Company to
                                                                   undertake any activity in any place in any manner as it determines;
                                                                   or



 


		(c)	cannot be performed by a Group
                                                                   Company without undue or unusual expenditure or is expected
                                                                   to result in a loss to a Group Company on completion of performance,



 


and no Group Company has made
or received any offer or proposal that remains open for acceptance and if accepted would result in a Group Company being party
to any agreement or arrangement within paragraphs (a) to (c) above.


 


		22.	Termination



 


		(a)	No party to any agreement or
                                                                   arrangement to which a Group Company is a party or an agreement
                                                                   or arrangement which is material to the operation of the MIA
                                                                   Business has given any notice terminating or purporting to
                                                                   or advising of an intention to terminate that agreement or
                                                                   arrangement and as far as the Vendors are aware no circumstance
                                                                   exists that may entitle any person to do so.



 




    	40



    	 



    

 


		(b)	No Material Contract has been
                                                                   terminated or has had its terms materially varied between 30
                                                                   June 2012 and Completion.



 


		23.	Trading relationships



 


No material customer of or
material supplier to a Group Company has at any time in the 12 months before the date of this Agreement ceased to deal with a
Group Company or materially reduced the level of its custom from or supply to a Group Company or indicated an intention to do
so and as far as the Vendors are aware no material customer or material supplier will take any action of this type as a result
of the transactions contemplated by this Agreement.


 


		24.	Share Purchase Plans



 


		24.1	The Share Purchase Plans are the
                                                                only plans or other arrangements with employees or directors the
                                                                acquisition of shares in any Group Company.



 


		24.2	No Z Class Shares have been issued
                                                                pursuant to the Share Purchase Plan.



 


		24.3	The Loan Agreements remain undrawn
                                                                by the Entitlement Holders and no amounts are outstanding under
                                                                the Loan Agreements.



 


		25.	Noteholder



 


		25.1	The Noteholder has been authorised
                                                                by each of the Vendors to:



 


		(a)	accept the Convertible Note
                                                                  on behalf of the Vendors;



 


		(b)	issue all notices and directions
                                                                   to the Purchaser and Mandalay in respect of the Convertible
                                                                   Note including notices in respect of payments to be made under
                                                                   the Convertible Note or conversion of all or part of the Convertible
                                                                   Note into Mandalay Shares; and



 


		(c)	accept notices from the Purchaser
                                                                   and Mandalay in respect of the Convertible Note, payments made
                                                                   pursuant to it or conversion of all or part of the Convertible
                                                                   Notes into Mandalay Shares.


 

		25.2	The Noteholder is the only person
                                                                able to deal in respect of the Convertible Note on behalf of the
                                                                Vendors and that neither the Purchaser or Mandalay need take any
                                                                action in respect of the Convertible Note if instructions or notices
                                                                are issued by any other party or parties including all of the
                                                                Vendors.



 




    	41



    	 



    

 


Executed
as an Agreement:


 


SIGNED BY THE VENDORS


 


	Executed by Eleven
    Eleven Holdings Pty Limited ACN 113 062 696 in accordance with section 127 of the Corporations Act 2001 (Cth)
    by:	)

        )

        )

        )

        )
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by Mirror
    Image Media Group Pty Limited ACN 094 064 070 in accordance with section 127 of the Corporations Act 2001
    (Cth) by:	)

        )

        )

        )

        )
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by M4H
    Pty Limited ACN 113 217 020 in accordance with section 127 of the Corporations Act 2001 (Cth) by:	)

        )

        )

        )

        )
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 




    	42



    	 



    

 


	Executed by RHP
    Interests Pty Ltd ACN 109 168 667 in accordance with section 127 of the Corporations Act 2001 (Cth) by:	)

        )

        )

         
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by Zingo
    (Aust) Pty Ltd ACN 114 185 269 in accordance with section 127 of the Corporations Act 2001 (Cth) by:	)

        )

        )

        )

         
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by Tricky
    Pty Ltd ACN 117 297 668 in accordance with section 127 of the Corporations Act 2001 (Cth) by:	)

        )

        )

        )

         
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 




    	43



    	 



    

 


SIGNED BY THE COVENTANTORS


 


	Signed by Patrick
    Chye in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Patrick Chye
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 


	Signed by Timothy
    McGee in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Timothy McGee
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 


	Signed by Timothy Ricker in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Timothy Ricker
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 




    	44



    	 



    

 


	Signed by Andrew
    McKnight in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Andrew McKnight
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 


	Signed by Richard
    Mergler in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Richard Mergler
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 


	Signed by Jonathan
    Mooney in the presence of:	)

        )

        )
	 
	 	 	 
	Signature of Witness	 	Signature of Jonathan Mooney
	 	 	 
	 	 	 
	Print name of Witness	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address of Witness	 	 


 




    	45



    	 



    

 


SIGNED BY MANDALAY GROUP


 


	Executed by Digital
    Turbine Australia Pty Ltd ACN 163 117 253 in accordance with section 127 of the Corporations Act 2001 (Cth)
    by:	)

        )

        )

        )

         
	 
	 	 	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by Digital
    Turbine Inc by:	)

        )

        )

        )

         
	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 


	Executed by Mandalay
    Digital Group Inc by:	)

        )

        )

        )
	 
	 	 	 
	Signature of Director	 	Signature of Director/Secretary
	 	 	 
	 	 	 
	Print name of Director	 	Print name of Director/Secretary


 




    	46