AMENDMENT NO. 1


TO THE


CONVERTIBLE NOTE DEED


BY AND BETWEEN


DIGITAL TURBINE AUSTRALIA PTY LTD, MANDALAY
DIGITAL GROUP, INC. 


AND ZINGO (AUST) PTY LTD


 


This Amendment No.
1 (the “Amendment”) is dated and effective July 11, 2013 (the “Effective Date”) and is by
and between Digital Turbine Australia Pty. Ltd. (“Digital”), Mandalay Digital Group, Inc. ( “Mandalay”)
and Zingo (Aust) Pty Ltd. (“Zingo”).


 


WHEREAS, Digital, Mandalay
and Zingo (each a “Party” and collectively, the “Parties”) are all Parties to that certain
Convertible Note Deed, dated April 12, 2013 (the “Agreement”), entered into in connection with that certain
Share Sale Agreement, dated April 12, 2013 among Digital, Digital Turbine, Inc., Mandalay, certain Vendors listed therein and certain
Coventors listed therein (as such terms are defined such agreement) (the “Share Sale Agreement”); and


 


WHEREAS, the Parties
desire to modify the terms and conditions of the Agreement.


 


Notwithstanding anything
to the contrary contained in the Agreement, and in consideration of the mutual promises, covenants and conditions contained in
the Agreement and herein the Parties hereby covenant and agree to the foregoing and as follows:


 


		1)	Capitalized Terms. Capitalized terms herein will have the meanings identified in the Agreement
unless otherwise defined in this Amendment.



 


		2)	Repayment of Principal and Interest. Concurrent with the entry of the Parties into this
Amendment, Mandalay shall repay the sum of AUD$280,000 of Face Value borrowed under the Agreement and shall pay the sum of AUD$34,200
representing all outstanding Interest due and accrued under the Agreement as of the Effective Date, to Zingo, or as Zingo directs
in writing prior to the Effective Date, in cash. The Parties agree that the sum of AUD$2,000,000 of Face Value shall remain outstanding
under the Agreement following Effective Date.



 


		3)	Amendment of Maturity Date. The term “Maturity Date” as it is defined in clause
1.1 of the Agreement is hereby amended as set forth below.



 


“Maturity Date means 150
days from the date of this Deed unless that date is not a Business Day in which case the previous Business Day.”


 


		4)	Issuance of Common Stock.
                                                               Concurrent with the entry of the Parties into this Amendment, Mandalay
                                                               must issue to each of the following parties (each a “New
                                                               Stockholder”) that number of shares1 of common
                                                               stock, par value $0.0001 per share of Mandalay set out next to
                                                               that New Stockholders’ name in column 4 of the following
                                                               table (the “New Common Stock”):



 


	Party	 	Address	 	Relevant percentage	 	New Common Stock
	Mirror Image Media Group Pty Limited ACN 094 064 070	 		 	15.476	 	9,280
	RHP Interests Pty Ltd ACN 	 	
         

        

         
	 	15.476	 	9,280
	Eleven Eleven Holdings Pty Limited ACN	 		 	15.476	 	9,280


 





 



1 Calculated as AUD$240,000 x 0.9119 (exchange rate
as of 7/8/13) = $218,856 / $3.65 = 59,961 shares (rounded to nearest share to adjust for fractional shares).


 




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	M4H Pty Limited ACN 113 217 020	 		 	15.476	 	9,280
	Tricky Pty Ltd ACN	 	
         

        

         
	 	15.476	 	9,280
	Zingo (Aust) Pty Ltd ACN	 	
        

        

         
	 	15.476	 	9,280
	Kirstie Brown	 	
        

         
	 	2.209	 	1,325
	
        Connelly Superannuation Pty Ltd ACN 137 554 388 (nominee of
        Garry Connelly)

         
	 		 	2.209	 	1,325
	Timothy McKnight	 		 	2.725	 	1,634
	Aggregate New Common Stock	 	 	 	1.000	 	59,964


 


		5)	Registration Rights.



 


			a)    S-1 or S-3 Filing. Mandalay shall use it commercially reasonable
efforts to file a Form S-1 or S-3 under the Securities Act of 1933 (the “Act”) prior to August 31, 2013 (the
“Outside Filing Date”) for the purpose of registering the New Common Stock with the U.S. Securities and Exchange
Commission (the “SEC”).



 


			b)    Repurchase Right Upon Failure to File Form S-1. Upon the occurrence
of the Form S-1 or Form S-3 not being filed with the SEC on or prior to the Outside Filing Date, Zingo shall have the right on
behalf of each New Stockholder for a period of thirty (30) days, by written notice to Mandalay, to require Mandalay to repurchase
any or all of the New Common Stock on the repurchase date that is five business days after the date of delivery of such notice
to Mandalay at a price equal to the closing price of the New Common Stock on the NASDAQ Capital Markets Exchange on the date of
issuance.



 


		6)	Below Transaction Price Equity Financing. In the event that, prior to the Maturity Date,
as amended by this Amendment, Mandalay issues shares of common stock to any third party in an equity financing entered into primarily
for the purpose of raising capital (a “Subsequent Equity Financing”), at a price less than US$3.65 per share
(the “Offered Price”), then Mandalay must within ten (10) business days of closing the Subsequent Equity Financing
issue to each New Stockholder, for no consideration, that number of shares of Mandalay’s common stock (or, in Mandalay’s
discretion, the cash equivalent thereof) calculated in accordance with the following formula:



 


N = RP x (A x B)


 


Where N= the number of shares
to be issued to each New Stockholder under this clause 6);


 


RP = the relevant percentage
of each New Stockholder as set out in column 3 of the table in clause 4);


 


A = the difference of US$3.65
minus the Offered Price; and


 




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B = the aggregate number of shares
of New Common Stock plus the aggregate of the shares of Mandalay’s common stock issued pursuant to Section 2.1(b)(iii)
of the Share Sale Agreement and pursuant to Section 3.2(a)(ii) of that certain Cancellation Deed between the Entitlement
Holders, MIH, Mandalay and Zingo, dated April 12, 2013 (as adjusted for any splits, reverse splits, recombination or reclassification
of securities that occurred following the completion date under the Share Sale Agreement);


 





		7)	No Other Changes. Unless otherwise modified in this Amendment, all other terms of the Agreement
and the Exhibits and Schedules thereto are not terminated or waived by this Amendment and shall remain in full force and effect
without modification.



 


		8)	Warranties. Digital and Mandalay each represent and warranty that each of the warranties
set out in clause 3.1 of the Agreement (with any necessary amendments for context) is true and accurate on the date of this Deed.



 


		9)	Application of provisions in the Agreement. Clauses 1, 3.1, 5, 6 and 7 of the Agreement
apply as if set out in full in this Deed with any necessary amendments for context.



 


[SIGNATURE PAGE FOLLOWS]


 




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Executed as a deed
and delivered on the Effective Date


 


	SIGNED, SEALED and DELIVERED by

DIGITAL TURBINE AUSTRALIA PTY LTD

ACN 163 117 253 in accordance with section 127 of

the Corporations Act 2001 (Cth):	 	 
	 	 	 
	/s/ Andrew Schleimer	 	/s/ Lisa Lucero
	Signature of director	 	Signature of director/secretary
	 	 	(Please delete as applicable}
	 	 	 
	Andrew Schleimer	 	Lisa Lucero
	Name (print)	 	Name (print)


 


	SIGNED, SEALED and DELIVERED by 

MANDALAY DIGITAL GROUP INC. by:	 	 
	 	 	 
	/s/ Peter Adderton	 	 
	Signature of authorized person	 	 
	 	 	 
	Peter Adderton	 	 
	Name / capacity (print)	 	 


 


	SIGNED, SEALED and DELIVERED by ZINGO

(AUST) PTY LTD ACN 114 185 269 in accordance

with section 127 of the Corporations Act 2001 (Cth):	 	 
	 	 	 
	/s/ Jonathan Mooney	 	/s/ Georgina Mooney
	Signature of director	 	Signature of director/secretary
	 	 	(Please delete as applicable}
	 	 	 
	Jonathan Mooney	 	Georgina Mooney
	Name (print)	 	Name (print)


 




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