Mandalay Digital Group Inc fka MNDL

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On December 31, 2007, Mandalay Media, Inc., a Delaware corporation (the “Registrant” or “Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Twistbox Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Twistbox Entertainment, Inc., a Delaware corporation (the “Company”), and Adi McAbian and Spark Capital, L.P. as representatives of the stockholders of the Company (the “Stockholder Representatives”), pursuant to which Merger Sub will merge with and into the Company, with the Company to be the surviving corporation (the “Surviving Corporation”) through an exchange of capital stock of the Company for common stock of Parent (the “Merger”).