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 tha