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

RECITALS:

AGREEMENT

In this Agreement unless the context otherwise requires:

Accounting Standards means:

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:

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.

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:

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.

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.

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.

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:

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.

In this Agreement unless the context otherwise requires:

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

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:

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.

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.

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

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

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.

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.

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

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.

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.

At Completion the Vendors must:

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.

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.

Subject to the limitations set out in clause 8:

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

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.

The Purchaser acknowledges and agrees that:

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.

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.

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:

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

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

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.

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.

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).

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.

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.

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

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.

The Guarantors unconditionally and irrevocably:

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

This clause 10 is:

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.

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

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

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.

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

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

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:

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

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.

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.

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.

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.

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.

No provision of this Agreement:

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.

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

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

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.

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.

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

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.

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.

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.

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'):

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.

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.

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

SCHEDULE 3

VENDORS’ WARRANTIES

Part A: In respect of each Vendor:

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

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:

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

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

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.

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.

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.

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.

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.

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:

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.

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.

Each Group Company has retained:

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

No Group Company has:

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.

No Group Company has:

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.

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.

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

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.

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

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:

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.

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.

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

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

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.

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.

Convertible Note Deed

Digital Turbine Australia Pty Ltd

ACN 163 117 253

And

Mandalay Digital Group Inc.

And

Zingo (Aust) Pty Ltd ACN 114 185 269

Level 12, 77 King Street Sydney NSW 2000 Australia Reference   1355962      Andrew Bristow Ó Copyright Herbert Geer Lawyers

Table of contents

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Convertible Note Deed (final) 11 April 2013

TABLE OF CONTENTS (continued)

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Details

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Operative terms

In this Deed:

Authorisation means any approval, authorisation, consent, exemption, filing, licence, notarisation, registration or waiver, however described, and any renewal of or variation to any of them.

Business Day means:

Business Hours means from 9.00am to 5.00pm on a Business Day.

Commencement Date means the date on which this Deed is executed by the parties.

Conversion means the conversion of the Note into Mandalay Shares in accordance with this Deed and Convert and Converted have a corresponding meaning.

Conversion Date means the date that the Notes are Converted in accordance with this Deed.

Conversion Notice means a written notice signed by Noteholder delivered to Digital notifying Digital and Mandalay that Noteholder requires Conversion to occur in respect of the Note.

Conversion Price means USD $0.73 per Mandalay share (adjusted for any division or consolidation of capital, share split or other capital reorganisation that occurs after the date of this Deed and prior to the Conversion Date) converted to Australian dollars using the exchange rate applicable as at the date of conversion.

Controller has the meaning given in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Deed means this Convertible Note Deed including all schedules and annexures to it, as varied or replaced from time to time.

Event of Default means the occurrence of any of the following events:

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Convertible Note Deed (final) 11 April 2013

External Administrator means an administrator, Controller, trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting in an analogous capacity.

Face Value means the face value of the Note, which, as at the date of this Deed, is $2,280,000.

Insolvency Event means, in respect of a person, any of the following occurring:

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Intercreditor Deed means an agreement in the form and on the terms of Annexure C .

Interest means the aggregate of all amounts of interest (including default interest) payable in respect of the Note which has not been paid to the Noteholder.

Liabilities includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description, but specifically excludes:

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Convertible Note Deed (final) 11 April 2013

Mandalay Shares means such number of fully paid ordinary shares in the capital of Mandalay given by the formula:

and if that number is not a whole number then the number of shares shall be rounded up to the nearest whole number.

Maturity Date means 90 days from the date of this Deed unless that date is not a Business Day in which case the previous Business Day.

Note means a convertible note issued in accordance with the terms of this Deed (including Schedule 1 ).

Outstanding Amount means the Face Value, Interest and any other amounts payable in respect of the Note to the Noteholder under this Deed.

PPSA means the Personal Property Securities Act 2009 (Cth).

Qualified Capital Raise means a fundraising event or events undertaken by Mandalay after the date of this Deed as a result of which Mandalay

Redemption means the redemption of a Convertible Note in accordance with its terms of issue and Redeem and Redeemed have a corresponding meaning.

Redemption Notice means a written notice signed by Noteholder or Digital and delivered to the other, notifying that Redemption is to occur in respect of the Note.

Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.

Related Entity has the meaning given to that term in section 9 of the Corporations Act.

Relevant Interest has the meaning given to that term in Section 9 of the Corporations Act.

Security Deed means a deed on the terms in Annexure 1 .

Security Interest means:

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Share Purchase Agreement means the agreement dated the same date as this Deed for the purchase by Digital of all shares in Mirror Image International Holdings Pty Ltd ACN 114 859 237 and MIA Technology Australia Pty Ltd ACN 163 065 496.

Subordination Agreement means the agreement on the terms in Annexure 2 .

Subscription Price means the Outstanding Amount notified by the Noteholder to Digital and Mandalay which is to be converted into Mandalay Shares.

Tax means all forms of taxes, duties, imposts, charges, withholds, rates, levies or other Governmental impositions of whatever nature and by whatever authority imposed, assessed or charged, together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges incidental or related to the imposition.

Vendor means each of the Vendors named in the Share Purchase Agreement.

In this Deed unless the contrary intention appears:

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Convertible Note Deed (final) 11 April 2013

Headings are inserted for convenience only and do not affect the interpretation of this Deed.

Where any act is required by this Deed to be done on a given day and that day is not a Business Day then the act is required to be done on the next following Business Day.

Specifying anything in this Deed after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.

Execution of this Deed constitutes an application by the Noteholder to subscribe for the Note and an agreement by Digital to issue the Note.

On the Commencement Date Digital shall:

The Note will be issued on and subject to the terms and conditions set out in Schedule 1 .

The obligations of the parties under this Clause 2 are interdependent and conditional upon one another and all actions required to be performed under this Clause 2 will be taken to have occurred simultaneously.

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Convertible Note Deed (final) 11 April 2013

Digital and Mandalay each represent and warrant that as at the Commencement Date:

Each representation and warranty in this Clause 3:

Mandalay agrees for the benefit of Noteholder to guarantee the due and punctual performance of all obligations of Digital set out in this Deed and under the terms of the Note including any payments required under this Deed or on the terms of the Note and the issue of Mandalay Shares on the Conversion of all or part of the Note.

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Convertible Note Deed (final) 11 April 2013

Subject to the terms of the Intercreditor Deed, Mandalay’s liability under the guarantee contained in this Clause 4 is not affected by anything which might release or exonerate or otherwise affect it at law or in equity, including, but not limited to one or more of the following:

The guarantee contained in Clause 4.1 is a continuing guarantee and is not discharged by any payment, settlement of account or the occurrence of any other thing.

A notice, demand, consent, approval or communication under this Deed ( Notice ) must be:

A Notice takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

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Convertible Note Deed (final) 11 April 2013

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

Each of the parties to this Deed shall be responsible for its own costs and expenses of and in connection with the negotiation, preparation, execution, stamping, registration and completion of this Deed and of any document contemplated by this Deed.

Each of the parties to this Deed will without further consideration sign, execute and deliver any agreement and shall perform any other act which may be necessary or desirable to give full effect to this Deed.

This deed supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Deed and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Deed.

A provision of or a right created under this Deed may not be waived or varied except in writing signed by the party or parties to be bound by the waiver or variation.

A party to this Deed may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Deed expressly states otherwise.

Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Deed by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Deed.

Nothing in this Deed is intended to create or give rise to a relationship of partnership, joint venture or agency between the parties.

Herbert Geer

Convertible Note Deed (final) 11 April 2013

If any provision of this Deed is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Deed to the intent that the invalid or unenforceable provision will be treated as severed from this Deed.

Neither party may assign this Deed or any of its rights, powers or remedies under this Deed without the prior written consent of the other party.

Unless application is mandatory by law, no legislation, proclamation, order, regulation or moratorium whether present or future shall apply to this Deed so as to extinguish, impair, delay or otherwise alter the rights, powers or remedies of any of the parties.

Each provision of this Deed is capable of having effect after completion and each representation and warranty made in this Deed shall survive the execution, delivery and completion of this Deed and the performance of all obligations under this Deed and shall not merge on completion.

Each indemnity under this Deed is a continuing indemnity and shall constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Deed and shall survive the execution, delivery, completion and termination of this Deed. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Deed.

In the event that this Deed is executed under power of attorney, each of the attorneys executing this Deed warrants that, as at the time of executing this Deed, they have no notice of revocation of the power of attorney under the authority of which they execute this Deed.

Herbert Geer

Convertible Note Deed (final) 11 April 2013

The parties to this Deed acknowledge that the Recitals are true and correct and shall form part of this Deed.

To the full extent permitted by law and other than as expressly set out in this Deed, the parties exclude all implied terms, conditions, representations and warranties.

The parties to this Deed acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Deed or part of it.

All payments required to be made under this Deed must be made by crediting the account of the recipient or the recipient’s nominee (specified for that purpose) with cleared funds.

Herbert Geer

Convertible Note Deed (final) 11 April 2013

Signing page

EXECUTED as a deed.

Herbert Geer

Convertible Note Deed (final) 11 April 2013

Schedule 1

Terms of issue of Note