MANDALAY
DIGITAL GROUP, INC.


INDEMNIFICATION
AGREEMENT 


 


This
Indemnification Agreement (the "Agreement") is made as of the
date indicated below between Mandalay Digital Group, Inc., a Delaware corporation (the "Company"),
and the undersigned individual ("you"). In consideration of your
service to the Company or one of its subsidiaries, the Company hereby binds itself as follows (capitalized terms are generally
defined in Exhibit A):


 


1.          Grant
of Indemnification.


 


1.1.          Indemnification.
If you become Involved in a Claim, the Company will indemnify you, to the fullest extent permitted by law and as soon as practicable,
against any and all Losses actually and reasonably incurred by you as a result of the Claim. The parties hereto intend that, to
the extent the indemnification expressly permitted by statute is non-exclusive, this Agreement shall provide to the fullest extent
permitted by law for indemnification in excess of such indemnification , including, without limitation, any indemnification provided
by the Company’s articles of incorporation, bylaws, vote of its shareholders or disinterested directors, this Agreement or
applicable law.


 


1.2.          Advancement.
Until the Claim is resolved, the Company will advance to you any and all Expenses within thirty (30) days upon receipt by the Company
of a written undertaking by you to repay all amounts so advanced if it is ultimately determined that you were not entitled to be
indemnified for such Claim under this Agreement. Advances of Expenses shall be made without regard to your ability to repay such
amounts and without regard to you ultimate entitlement to indemnification under this Agreement or otherwise. 


 


1.3.          Enforcement.
If a written demand by you for indemnity under this Agreement is not paid in full by the Company within sixty (60) days, you may
immediately commence arbitration against the Company to recover the unpaid amount of your claim, together with interest thereon.
If you are successful in whole or in part, the Company will also pay all of your Expenses in prosecuting that arbitration.


 


1.4.          Action
by Company. Except following a Change of Control, the requirements for advancement
of Expenses will not apply to a Claim against you brought by the Company and approved by a majority of its Board of Directors.


 


2.          Change
in Control. Following a Change of Control, the Company will advance
all Expenses and indemnify you unless it receives a final court determination or a written opinion from Independent Legal Counsel
that indemnification of the Claim is not permissible. The Company agrees to pay the reasonable fees of Independent Legal Counsel
and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising
out of or relating to this Agreement or such counsel's engagement pursuant hereto.


 



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3.          Presumptions.
In any proceeding to enforce this Agreement, the burden of proof will be on the Company to prove that you may not be indemnified
for any Claim under Delaware law. The termination of any claim, whether by judgment, order, settlement (with or without court approval)
or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that you did not meet any particular
standard of conduct or did have any particular belief or that a court determined that indemnification is not permitted by applicable
law. . If making a determination with respect to entitlement to indemnification hereunder which under this Agreement, the articles,
bylaws or applicable law requires a determination of yours good faith and/or whether you acted in a manner which you reasonably
believed to be in or not opposed to the best interests of the Company, the person, persons or persons making such determination
will presume that you have at all times acted in good faith and in a manner you reasonably believed to be in or not opposed to
the best interests of the Company. Unless prohibited by law, anyone seeking to overcome this presumption will have the burden of
proof and of persuasion .Furthermore, neither an unfavorable decision, nor the lack of any decision, by the Company's Board of
Directors, any Committee of that Board, or any counsel to the Company regarding whether you met any particular standard of conduct
or had any particular belief shall be a defense to your Claim or create a presumption that you have not met any particular standard
of conduct or did not have any particular belief.


 


4.          Nonexclusivity.
Your rights under this Agreement are in addition to any other rights you may have under the Company's Certificate of Incorporation,
Bylaws or Delaware law or otherwise. To the extent that a change in the Delaware law (whether by statute or judicial decision)
permits greater indemnification by agreement than would be afforded currently under the Company's Certificate of Incorporation
and Bylaws and this Agreement, this Agreement will be deemed to provide you with those greater benefits. To the extent the Company
maintains an insurance policy or policies providing directors' and officers' liability insurance, you will be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or
officer.


 


5.          No
Duplication of Payments; Subrogation. The Company shall not be
liable under this Agreement to make any payment in connection with any Claim made against you to the extent you have otherwise
actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. The
Company shall be subrogated to all of your rights of recovery to the extent of any payment made to you. You agree to execute all
papers required and do everything that may be necessary to secure such rights, including the execution of such documents necessary
to enable the Company to effectively bring suit to enforce such rights.


 


6.          Selection
of Counsel. In the event the Company shall be obligated under Section 1 hereof
to advance any Expenses to you, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by
you (which consent shall not unreasonably be withheld), upon the delivery to you of written notice of its election so to do. After
delivery of such notice, approval of such counsel by you and the retention of such counsel by the Company, the Company shall not
be liable to you under this Agreement for any fees of counsel subsequently incurred by you with respect to the same proceeding,
provided that, (i) you shall have the right to employ your counsel in any such proceeding at your expense, and (ii) the
reasonable fees and expenses of your counsel shall be at the expense of the Company if (A) the employment of your counsel
has been previously authorized in writing by the Company, or (B) you shall have reasonably concluded and notified the Company
in writing that there may be a conflict of interest between either the Company and you in the conduct of any such defense or between
you and other indemnitees of the Company being represented by counsel retained by the Company in the same proceeding. 


 



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7.          General.


 


7.1.          Binding
Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether you continue to
serve as an officer or director of the Company or of any other enterprise at the Company's request. The Company shall require and
cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written agreement, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had
taken place.


 


7.2.          Complete
Agreement; Modifications. This Agreement and any documents referred to herein or executed
contemporaneously herewith constitute the parties' entire agreement with respect to the subject matter hereof and supersede all
prior indemnification agreements between the Company and you, and all other written and oral agreements, representations, warranties,
statements, promises and understanding, and all contemporaneous oral agreements, representations, warranties, statements, promises
and understandings, with respect to the subject matter hereof. This Agreement may not be amended, altered or modified except by
a writing signed by both parties.


 


7.3.          Disputes.


 


7.3.1.          Governing
Law; Jurisdiction. The rights and liabilities of the parties will be governed by the
laws of Delaware, regardless of the choice of law provisions of that state or any other jurisdiction.


 


7.3.2.          Arbitration
as Exclusive Remedy. Except for actions seeking injunctive relief, which may be brought
before any court having jurisdiction, any claim arising out of or relating to this Agreement, including its validity, interpretation,
enforceability or breach, whether based on breach of covenant, breach of an implied covenant or intentional infliction of emotional
distress or other tort or contract theories, which are not settled by agreement between the parties, shall be settled by arbitration
in Los Angeles County, California before a single arbitrator in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") then in effect. The parties hereby
agree to use their best efforts to keep all matters relating to any arbitration hereunder confidential. Each party agrees that
the arbitration provisions of this Agreement are its exclusive remedy and expressly waives any right to seek redress in another
forum. Any arbitration shall be commenced within forty-five (45) days, and completed within ninety (90) days, of the appointment
of the arbitrators. The parties hereby consent to the in personam jurisdiction of the Superior Court of the State of California
for purposes of confirming any arbitration award and entering judgment thereon.


 



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7.4.          Waivers
Strictly Construed. With regard to any power, remedy or right provided herein or otherwise
available to any party hereunder (i) no waiver or extension of time shall be effective unless expressly contained in a writing
signed by the waiving party; and (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver,
extension of time, delay or omission in exercise, or by an other indulgence.


 


7.5.          Severability.
The validity, legality or enforceability of the remainder of this Agreement will not be affected even if one or more of the provisions
of this Agreement will be held to be invalid, illegal or unenforceable in any respect.


 


7.6.          Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
you for any reason whatsoever, the Company, in lieu of indemnifying you, shall contribute to the amount incurred by you or your
behalf, whether for Losses and/or Expenses in connection with a Claim, in such proportion as is deemed fair and reasonable in light
of all of the circumstances of such Claim in order to reflect the relative benefits received by the Company and you as a result
of the event(s) and/or transaction(s) giving rise to such Claim; and/or the relative fault of the Company (and its directors, officers,
employees and agents other than you) and you in connection with such event(s) and/or transaction(s). To the fullest extent permitted
by law, the Company will fully indemnify and hold you harmless from any claims of contribution which may be brought by other officers,
directors or employees of the Company (other than you) who may be jointly liable with you for any Loss or Expense arising from
a Claim.


 


7.7.          Specific
Performance; Remedies. Each party acknowledges and agrees that the other party would
be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise
breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any state or
federal court siting in Los Angeles, California having jurisdiction over the parties and the matter, in addition to any other
remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies
created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law
or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.


 



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7.8.          Other
Agreements. This Agreement is not intended to supersede or modify any existing indemnification
or similar agreement between the parties (“Other Agreements”). In the event of any conflict between this Agreement
and any Other Agreements, you shall be entitled to, to the maximum extent permitted by law, to elect which provision to apply without
it being deemed a breach of this Agreement or such Other Agreement.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.


 


	COMPANY:	 	INDEMNITEE ("YOU"):
	 	 	 
	Mandalay Digital Group, Inc., a Delaware corporation	 	 
	 	 	 
	 	 	 
	By:	 	 	 
	 	 	 	 
	Its:	 	 	Print Name:	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	Dated:	 	 	Dated:	 
	 	 	 	 	 	 	 






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Exhibit
A


 


Certain
Definitions


 


"Change
in Control" is an event which shall be deemed to have occurred if any one or
more of the following events occur: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) hereafter becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing thirty-five percent or more of Voting Securities, excluding,
however, a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly
or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company
or any person meeting such standard as of the date hereof; or (ii) the individuals who on the date hereof constitute the Board
of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors then still in office, cease for any reason to constitute
a majority of the Board of Directors; or (iii) the shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result in Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least eighty percent of the total voting power of the surviving entity outstanding immediately after
such merger or consolidation or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all
the Company's assets.


 


"Claim"
means (i) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
which is related to the fact that you are or were a director, officer, employee, agent, trustee or fiduciary of the Company, or
are or were serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by you
in any such capacity, or (ii) any inquiry or investigation, whether instituted by the Company or any other party, that you in good
faith believe might lead to the institution of any such action, suit or proceeding.


 


"Expenses"
means, without limitation, attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with (i)
investigating, defending, being a witness in or participating in (including on appeal), any Claim or (ii) preparing to defend,
be a witness in or participate in any Claim.


 


"Independent
Legal Counsel" means an attorney or firm of attorneys selected by you and approved
by the Company (which approval shall not be unreasonably withheld) who shall not have otherwise performed services within the last
three (3) years for the Company or for you (other than services as provided under Section 2 of this Agreement). If you fail to
select an Independent Legal Counsel within 30 days of request by the Company, the Company may select such counsel subject to your
reasonable approval.


 



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"Involved"
means involuntarily (or at the request of the Company) being or becoming, or being threatened with becoming, a party or witness
or other participant.


 


"Losses"
means expenses, judgments, fines, penalties, ERISA excise taxes and any amounts paid in settlement (including all related interest).


 


"Voting
Securities" means any securities of the Company which entitle the holders thereof
to vote generally in the election of directors.


 



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