ALLONGE
TO WARRANT TO PURCHASE 1,092,622 SHARES
This
Allonge (this “Allonge”) to that certain warrant issued by Mandalay Media, Inc.
(the “Company”) to ValueAct Smallcap Master Fund, L.P. (“Holder”) to purchase up
to a total of 1,092,622 shares of common stock, $0.0001 par value per share
(“Common Stock”) of the Company, at an exercise price equal to $7.55 per share
(the “Warrant”), is made and entered into as of October 23, 2008, 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
Exercise Price of “$7.55 per share” is hereby deleted and “$4.00 per share” is
hereby substituted in its place.
2. The
text
contained in Section 3 is hereby deleted and replaced with the
following:
3. Lock-Up.
Holder
agrees with the Company that, during a period of one (1) year from the date
of
the Effective Time (as such term is defined in the Agreement and Plan of Merger
by and among the Company, Twistbox Acquisition, Inc., Twistbox Entertainment,
Inc. ("Twistbox")
and
Adi McAbian and Spark Capital L.P. as representatives of the stockholders of
Twistbox), Holder will not, directly or indirectly, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any Warrant Shares or any securities
convertible into or exchangeable or exercisable for Warrant Shares, or file,
or
cause to be filed, any registration statement under the Securities Act with
respect to any of the foregoing (collectively, the "Lock-Up
Securities")
or
(ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Lock-Up Securities, whether any such swap or transaction
is
to be settled by delivery of Warrant Shares, in cash or otherwise. The Holder
also agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of the Holder's
Warrant Shares except in compliance with the foregoing
restrictions.
3. 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
Allonge.
4. As
hereby
amended, the Warrant is hereby ratified and confirmed in all
respects.
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of page intentionally left blank]
IN
WITNESS WHEROF, 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.
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MANDALAY
MEDIA, INC.
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By:
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/s/
James Lefkowitz
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Its:
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President
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VALUEACT
SMALLCAP MASTER FUND, L.P.,
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By
VA Smallcap Partners, LLC, its General Partner
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By:
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/s/
David Lockwood
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Name:
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David
Lockwood
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Title:
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Managing
Member
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