FIRST AMENDMENT


 


TO


 


RESTRICTED STOCK AGREEMENTS


 


This First Amendment to Restricted Stock
Agreement (the “Agreement”) is entered into as of May 18 2012 by and between Mandalay Digital Group,
Inc. a Delaware corporation (formerly known as NeuMedia, Inc.) (the “Company”), and Rob Ellin (the “Holder”).


 


WHEREAS, the
Company and the Holder entered into those certain Restricted Stock Agreement listed on Exhibit A hereto (each, an “Original
Agreement” and collectively, the “Original Agreements”)) under which the Company issued to Holder
the number of Shares of Common Stock under each Original Agreement set forth opposite the listing of such agreement on Exhibit
A hereto (all such shares collectively, the “Granted Shares”); and


 


WHEREAS, the
Company and the Holder desire to amend the Original Agreements in certain respects as set forth in this Agreement to clarify and/or
correct certain ministerial and/or scrivener's errors in relation to the voting rights of the Granted Shares.


 


NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Holder hereby agree
as follows:


 


1.           Amendments.


 


(a)          For
added clarity of the original intention under the Original Agreements, Section 2(e) of each of the Original Agreements is
hereby amended by adding as a last sentence thereof the following new sentence:


 


“For added clarity, this Agreement
and the Granted Shares are not made under or subject to the Plan, except solely the convenience of incorporating the adjustment
features thereof as set forth in this paragraph, and utilizing herein any defined terms of the Plan where this Agreement expressly
defines such terms by direct reference to the defined terms of the Plan.”


 


(b)          Section
5 of each of the Original Agreements is hereby amended and restated in its entirety as follows:


 


“5.          Stockholder
Rights.   Subject to the terms and other restrictions hereof (including the forfeiture provisions hereof), the Holder shall have
all the rights of a stockholder with respect to the Granted Shares while they are unvested, including without limitation, the right
to vote the Granted Shares and to receive any cash dividends declared thereon.”


 


2.           Miscellaneous.


 


(a)          Original
Agreement Affirmed. Except as provided in this Agreement, the Original Agreements remain in full force and effect without modification.


 



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(b)          Governing
Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect
to principles of conflicts of law.


 


(c)          Entire
Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party.


 


(d)          Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.         


 


IN WITNESS WHEREOF,
the Company and the Holder have executed this as of the date set forth
above.         


  


	/s/ Rob Ellin	 	MANDALAY DIGITAL GROUP, INC.:
	Rob Ellin	 	 
	 	 	By:	/s/ Peter Adderton
	 	 	 	 
	 	 	Its:	CEO


 



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EXHIBIT A


 


Three separate Restricted Stock Agreements
between Company and Holder as follows:


  


	Date of Restricted Stock Agreement	 	Granted Shares
	December 28, 2011	 	3,600,000 shares of common stock
	December 28, 2011	 	1,000,000 shares of common stock
	December 28, 2011	 	3,400,000 shares of common stock
	[end]	 	 


 



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