0001144204-13-022483 Sample Contracts

REGISTRATION RIGHTS & LOCK UP AGREEMENT
Registration Rights • April 17th, 2013 • Mandalay Digital Group, Inc. • Patent owners & lessors • California

This REGISTRATION RIGHTS & LOCK UP AGREEMENT (this “Agreement”), is made and entered into effective as of [__], by and between, Mandalay Digital Group, Inc., a Delaware corporation (“Company”) and the undersigned listed under the caption of “Shareholder” on the signature pages hereto (the “Shareholder”).

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Share Sale Agreement
Agreement • April 17th, 2013 • Mandalay Digital Group, Inc. • Patent owners & lessors • New South Wales

BETWEEN: THE PARTIES WHOSE NAMES AND ADDRESSES ARE SET OUT IN COLUMN 1 OF SCHEDULE 1 in their own capacity and as trustee of any trust of which they are trustee

Convertible Note Deed
Mandalay Digital Group, Inc. • April 17th, 2013 • Patent owners & lessors • New South Wales

Recitals A. Digital has agreed to issue the Note to Noteholder. The Note is convertible into Mandalay Shares as part consideration under the Share Purchase Agreement.

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