MANDALAY
MEDIA, INC.
SECOND
AMENDMENT
TO
2007
EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
This
Second Amendment (the “Second Amendment”) to the Mandalay Media, Inc. (the
“Company”) 2007 Employee, Director and Consultant Stock Plan, as amended on
February 12, 2008 (the “Plan”), is hereby effective as of March 7, 2008.
Capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
WHEREAS,
the
Company enacted the Plan in accordance with the purposes set forth
therein;
WHEREAS,
Section
31 of the Plan reserves to the Company’s board of directors (the “Board”) the
power in its discretion to amend the Plan at any time and from time to time
subject to applicable law and the rights of the Participants on the date of
such
action; and
WHEREAS,
the
Board
deems it appropriate to amend the Plan to increase the maximum number of Shares
with respect to which Stock Rights may be granted to any Participant in any
fiscal year from six hundred thousand (600,000) to one million one hundred
thousand (1,100,000).
NOW,
THEREFORE,
the Plan
is hereby amended as set forth below:
1. Section
4(c) of the Plan is hereby amended by deleting “600,000” from the third line
thereof and inserting “1,100,000” in its place.
2. The
Plan
shall remain in full force and effect except as specifically amended
herein.