SECOND ALLONGE TO WARRANT TO
PURCHASE 1,092,621 SHARES

    


    This Second Allonge (this “Second Allonge”) to
that certain Warrant issued by Mandalay Media, Inc. (the “Company”) to ValueAct
Smallcap Master Fund, L.P. (“Holder”), as amended
by the Allonge dated as of October 23, 2008 (the “First Allonge”), to
purchase up to a total of 1,092,621 shares of common stock, $0.0001 par value
per share (“Common
Stock”) of the Company, at an original exercise price equal to $5.00 per
share (the “Warrant”), is made
and entered into as of August 11, 2009, by and between the Company and the
Holder, and is firmly affixed to and made a part of the Warrant.

    FOR GOOD AND VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, the Company and
Holder hereby agree that the Warrant is hereby amended as set forth
below.  Capitalized terms used but not defined herein shall have the
meaning set forth in the Warrant.

    


    1.           The
introductory paragraph of the Warrant is hereby replaced in its entirety with
the following:

     

    “Mandalay Media, Inc., a
Delaware corporation (the “Company”), hereby certifies
that, for value received, VALUEACT SMALLCAP MASTER FUND, L.P. or its registered
assigns (the “Holder”),
is entitled to purchase from the Company up to a total of 1,092,621 shares of common stock,
$0.0001 par value per share (the “Common Stock”), of the
Company (each such share, a “Warrant Share” and all such
shares, the “Warrant
Shares”), at an exercise price equal to the lesser of (i) $1.25 per share
and (ii) the exercise price per share for any warrant to purchase shares of
Common Stock issued to Vivid Entertainment, LLC (as adjusted from time to time
as provided in Section 9, the
“Exercise Price”), at
any time and from time to time from and after the date hereof and through and
including July 14, 2010 (the “Expiration Date”), and
subject to the following terms and conditions:”

     

    2.           All
references to the “Warrant” and any other instrument or document delivered in
connection therewith shall be deemed to mean the Warrant as amended by this
Second Allonge and the First Allonge.

     

    3.           As
hereby amended, the Warrant is hereby ratified and confirmed in all
respects.

     

    


    


    
       
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    IN WITNESS WHEREOF, THE EXECUTION
hereof as an instrument under seal as of the date first set forth above and
shall be governed by the laws of the State of New York.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        MANDALAY
      MEDIA, INC.

                                                      	 
	 
      	 	 
	
                                                        By: 

                                                      	/s/
      James Lefkowitz	 
	 
      	 	 
	
                                                        Name: 

                                                      	James
      Lefkowitz	 
	 
      	 	 
	
                                                        Title: 

                                                      	President	 
	 
      	 	 
	 
      	 	 
	
                                                        VALUEACT
      SMALLCAP MASTER FUND, L.P.

                                                      
	
                                                        By:
      VA Smallcap Partners, LLC, its General Partner

                                                      
	 
      	 	 
	
                                                        By:

                                                      	/s/
      David Lockwood	 
	 	 	 
	
                                                        Name:

                                                      	David
      Lockwood	 
	 	 	 
	
                                                        Title:

                                                      	Managing
      Member	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    


    


    


    [Signature
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