8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report: December 29, 2008
(Date of earliest event reported)

Glu Mobile Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33368 (Commission File Number)	91-2143667 (IRS Employer Identification No.)
2207 Bridgepointe Parkway, Suite 300
San Mateo, California (Address of Principal Executive Offices)	94404 (Zip Code)

(650) 532-2400
(Registrant’s Telephone Number, Including Area Code)

n/a
(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-2.01
EX-10.01
EX-10.02
EX-10.03
EX-10.04
EX-10.05
EX-10.06

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to MIG Merger Agreement

     On December 29, 2008, Glu Mobile Inc. (the “Company”) entered into an amendment (the “Amendment Agreement”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 28, 2007, by and among the Company, Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands (“Sub”), Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Awaken”), Awaken (Beijing) Communications Technology Co. Ltd. ( “WFOE”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (the “PRC”), Beijing Zhangzhong MIG Information Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“Qinwang”), each of Wang Bin, Wang Xin and You Yanli (collectively, the “PRC Shareholders”), and Wang Xin, as the representative of the shareholders of the Awaken (the transactions provided for under the Merger Agreement, the “Merger”).

     The Merger Agreement provided for earnout payments having a value of up to $20.0 million to the former Awaken shareholders (collectively, the “Awaken Holders”) based on the performance in 2008 of the entities acquired by the Company in the Merger. In addition, in connection with the Merger, Wang Bin and Wang Xin each entered into an employment agreement with MIG, each dated November 28, 2007 (together, the “Employment Agreements”), providing, among other things, for the payment of bonuses to Wang Bin and Wang Xin of up to an aggregate of $5.0 million based on 2008 performance of the acquired entities. The Company believes that the targets for payment of the earnout payments and bonus have been achieved in full.

     On December 29, 2008, the Company entered into amendments to the Merger Agreement an Employment Agreements restructuring the required earnout and bonus payments (the “Restructuring”). To effect the Restructuring, the Company and/or subsidiaries of the Company entered into the following agreements, among others: (i) the Amendment Agreement; (ii) the Senior Subordinated Secured Promissory Notes between Glu Mobile Inc. and each of the former shareholders of MIG (the “MIG Shareholders”), dated as of December 29, 2008 , in the aggregate principal amount of $20,000,000 (the “Earnout Notes”); (iii) the Secured Promissory Notes in the aggregate principal amount of $5,000,000, between Beijing Zhangzhong MIG Information Technology Co., Ltd. (“MIG”) and each of Wang Bin and Wang Xin, dated as of December 29, 2008 (the “Special Bonus Notes”); (v) a Security Agreement among Glu Mobile Inc., and each of the former shareholders of MIG and Wang Xin, dated as of December 29, 2008 (the “Security Agreement”) and (iv) a Guaranty among Glu Mobile Inc. Wang Bin and Wang Xin, dated as of December 29, 2008 (the “Guaranty”); (collectively, the “Restructuring Documents”).

Amendment Agreement

     The Amendment Agreement amends the Merger Agreement as follows:

• Provides that the $20 million earnout payment to the MIG shareholders shall be satisfied by the issuance of the Earnout Notes;

• Releases all funds held in escrow pursuant to the Merger Agreement to the Awaken Holders on or before January 15, 2009 and provides that the Company will no longer be permitted to make claims against the escrow account established under the Merger Agreement;

• Provides that the Company and the MIG Shareholders agreed to release each other from all claims, except for claims related to those representations and warranties that survive for longer than 18 months under Section 11 of the Merger Agreement.

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The Earnout Notes

     The Earnout Notes require that the Company pay off the principal and interest in installments with aggregate principal payments scheduled for January 15, 2009 ($6,000,000), April 1, 2009 ($3,000,000), July 1, 2009 ($5,000,000), March 31, 2010 ($1,500,000), June 30, 2010 ($1,500,000), September 30, 2010 ($1,500,000) and December 31, 2010 ($1,500,000). The Earnout Notes are secured by a lien on substantially all of the Company’s assets, and are subordinated to the Company’s obligations to Silicon Valley Bank (“Lender”), the lender under the Company’s Loan and Security Agreement, dated as of February 15, 2007, as amended (the “Credit Facility”), and any replacement credit facility that meets certain conditions. The Earnout Notes begin accruing simple interest on April 1, 2009 at the rate of 7% compounded annually, payable in arrears, and may be prepaid without penalty.

     A change of control of the Company accelerates the payment of principal and interest under the Earnout Notes.

The Special Bonus Notes

     MIG issued the Special Bonus Notes to each of Wang Xin and Wang Bin in the aggregate principal amount of $5,000,000, in satisfaction of obligations to pay bonuses under their Employment Agreements. The Special Bonus Notes provide for cash payments of $937,500 in the aggregate on each of March 31, 2010 and June 30, 2010, and of $1,562,500 in the aggregate on each of September 30, 2010 and December 31, 2010. The Special Bonus Notes are guaranteed by the Company under the Guaranty, and the Company’s obligations under the Guaranty are secured by a lien on substantially all of the Company’s assets. The Special Bonus Notes are subordinated to the Credit Facility and any replacement credit facility that meets certain conditions . The Special Bonus Notes begin accruing simple interest on April 1, 2009 at the rate of 7% compounded annually, payable in arrears, and may be paid off in advance without penalty. A change of control of the Company accelerates the payment of principal and interest under the Earnout Notes.

     The foregoing description of the Restructuring and the Restructuring Documents is qualified in its entirety by (i) the Amendment Agreement, (ii) the Earnout Notes, (iii) the Special Bonus Notes, (iv) the Security Agreement and (v) the Guaranty, copies of which are filed as Exhibits 2.01, 10.01, 10.02, 10.03, 10.04 and 10.05 to this Report and are incorporated into this Item 1.01 by reference.

Amended and Restated Loan and Security Agreement

     On December 29, 2008, Glu Mobile Inc. (the “Company”) and two of its subsidiaries, Glu Games Inc. and Superscape Inc., entered into an Amended and Restated Loan and Security Agreement (the “Credit Facility”) with the Lender, which Credit Facility amends and supersedes that certain Loan and Security Agreement between the Company and SVB, dated as of February 14, 2007, as amended. The Credit Facility provides for borrowings of up to $8 million, subject to a borrowing base equal to 80% of the Company’s eligible accounts receivable. The Company has not drawn down on the Credit Facility as of the date of this Report.

     The Company’s obligations under the Credit Facility are guaranteed by certain of the Company’s domestic and foreign subsidiaries and are secured by substantially all of the Company’s assets, including all of the capital stock of certain of the Company’s domestic subsidiaries and 65% of the capital stock of certain of its foreign subsidiaries.

     The interest rate for the Credit Facility is SVB’s prime rate, plus 1.0%, but no less than 5.0%. Interest is due monthly, with all outstanding obligations due at maturity. The Company must also pay SVB a monthly unused revolving line facility fee of 35 bps on the unused portion of the $8.0 million commitment. In addition, the Company must pay SVB a non-refundable commitment fee of $55,000 on December 29, 2008 and December 29, 2009.

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     The Credit Facility limits the Company and certain of its subsidiaries’ ability to, among other things, dispose of assets, make acquisitions, incur additional indebtedness, incur liens, pay dividends and make other distributions, and make investments .

     The Credit Facility requires the Company to establish a separate account at SVB for collection of its accounts receivables. All deposits into this account will be automatically be applied by SVB to the Company’s outstanding obligations under the Credit Facility.

     In addition, under the Credit Facility, the Company must comply with the following financial covenants:

     (a) Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). The Company must maintain, measured on consolidated basis as of the end of each of the following periods, EBITA of at least the following:

• October 1, 2008 through December 31, 2008: $(1,672,000)

• October 1, 2008 through March 31, 2009: $(2,382,000)

• January 1, 2009 through June 30, 2009: $(812,000)

• April 1, 2009 through September 30, 2009: $1,572,000

• July 1, 2009 through December 31, 2009: $4,263,000

• October 1, 2009 through March 31, 2010: $5,092,000

• January 1, 2010 through June 30, 2010: $5,257,000

• April 1, 2010 through September 30, 2010: $5,298,000

• July 1, 2010 through December 31, 2010: $6,073,000

For purposes of the above covenant, EBITDA means (a) the Company’s consolidated net income, determined in accordance with U.S. Generally accepted accounting principles, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash stock compensation expense, plus (f) non-cash goodwill and other intangible assets and royalty impairments, plus (h) non-cash foreign exchange translation charges, minus (i) all non-cash income of the Company and its subsidiaries for such period.

(b) Minimum Domestic Liquidity: The Company must maintain at SVB an amount of cash, cash equivalents and short-term investments of not less than the greater of: (a) 20% of the Company’s total consolidated unrestricted cash, cash equivalents and short-term investments, or (b) 15% of outstanding obligations under the Credit Facility.

The Company’s failure to comply with the financial or operating covenants in the Credit Facility would not only prohibit the Company from borrowing under the facility, but would also constitute a default, permitting SVB to, among other things, declare any outstanding borrowings, including all accrued interest and unpaid fees, becoming immediately due and payable. A change in control of the Company (as defined in the Credit Facility) also constitutes an event of default, permitting SVB to accelerate the indebtedness and terminate the Credit Facility. The Credit Facility also contains other customary events of default.

     The Credit Facility matures on December 29, 2010, when all amounts outstanding will be due. If the Credit Facility is terminated prior to maturity by the Company or by SVB after the occurrence and continuance of an event of default, then the Company will owe a termination fee equal $80,000, or 1.00% of the total commitment.

     The foregoing description of the Credit Facility is qualified in its entirety by the Credit Facility, a copy of which is filed as Exhibit 10.05 to this Report and is incorporated into this Item 1.01 by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The discussion under Item 1.01 of this Report is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.	Description
2.01	First Amendment to Agreement and Plan of Merger dated November 28, 2007, among Glu Mobile Inc. Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands (“Sub”), Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Awaken”), Awaken (Beijing) Communications Technology Co. Ltd. ( “WFOE”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (the “PRC”), Beijing Zhangzhong MIG Information Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“Qinwang”), each of Wang Bin, Wang Xin and You Yanli (collectively, the “PRC Shareholders”), and Wang Xin, as the representative of the shareholders of the Awaken, dated as of December 29, 2008.
10.01	Form of Senior Subordinated Secured Promissory Note, between Glu Mobile Inc. and each of the former shareholders of Beijing Zhangzhong MIG Information Technology Co. Ltd., dated as of December 29, 2008.
10.02	Secured Promissory Note in the principal amount of $2,500,000, between Beijing Zhangzhong MIG Information Technology Co., Ltd. and Wang Bin, dated as of December 29, 2008.
10.03	Secured Promissory Note in the principal amount of $2,500,000, between Beijing Zhangzhong MIG Information Technology Co., Ltd. and Wang Xin, dated as of December 29, 2008.
10.04	Security Agreement, among Glu Mobile Inc., and each of the former shareholders of Beijing Zhangzhong MIG Information Technology Co. Ltd. and Wang Xin, dated as of December 29, 2008.
10.05	Guaranty Agreement, among Glu Mobile Inc. Wang Bin and Wang Xin, dated as of December 29, 2008.
10.06	Amended and Restated Loan and Security Agreement among Silicon Valley Bank, Glu Mobile Inc., Glu Games Inc. and Superscape Inc., dated as of December 29, 2008.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Glu Mobile Inc.
Date: December 30, 2008	By:	/s/ L. Gregory Ballard
		Name:	L. Gregory Ballard
		Title:	Chief Executive Officer

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EXHIBIT INDEX

No.	Description
2.01	First Amendment to Agreement and Plan of Merger dated November 28, 2007, among Glu Mobile Inc. Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands (“Sub”), Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Awaken”), Awaken (Beijing) Communications Technology Co. Ltd. ( “WFOE”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (the “PRC”), Beijing Zhangzhong MIG Information Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“Qinwang”), each of Wang Bin, Wang Xin and You Yanli (collectively, the “PRC Shareholders”), and Wang Xin, as the representative of the shareholders of the Awaken, dated as of December 29, 2008.
10.01	Form of Senior Subordinated Secured Promissory Note, between Glu Mobile Inc. and each of the former shareholders of Beijing Zhangzhong MIG Information Technology Co. Ltd., dated as of December 29, 2008.
10.02	Secured Promissory Note in the principal amount of $2,500,000, between Beijing Zhangzhong MIG Information Technology Co., Ltd. and Wang Bin, dated as of December 29, 2008.
10.03	Secured Promissory Note in the principal amount of $2,500,000, between Beijing Zhangzhong MIG Information Technology Co., Ltd. and Wang Xin, dated as of December 29, 2008.
10.04	Security Agreement, among Glu Mobile Inc., and each of the former shareholders of Beijing Zhangzhong MIG Information Technology Co. Ltd. and Wang Xin, dated as of December 29, 2008.
10.05	Guaranty Agreement, among Glu Mobile Inc. Wang Bin and Wang Xin, dated as of December 29, 2008.
10.06	Amended and Restated Loan and Security Agreement among Silicon Valley Bank, Glu Mobile Inc., Glu Games Inc. and Superscape Inc., dated as of December 29, 2008.

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EX-2.01

Exhibit 2.01

First Amendment to
Agreement and Plan of Merger dated
November 28, 2007

     This First Amendment to the Agreement and Plan of Merger dated November 28, 2007 (this “Amendment”) is made and entered into on December 29, 2008 (the “Amendment Date”) by and among Glu Mobile Inc., a Delaware corporation (“Acquirer”), Awaken (Beijing) Communications Technology Co. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC (the “WFOE”), Beijing Zhangzhong MIG Information Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“Qinwang”), Wang Xin, as the representative of (and on behalf of each of) the former shareholders of Awaken Limited (the “Representative”), a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), and each of the former shareholders of the Company party hereto. Capitalized terms used in this Amendment which are not defined herein shall have the same meanings given to them in the Merger Agreement (as defined below).

     WHEREAS, Acquirer, Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands (“Sub”), the Company, the WFOE, MIG, Qinwang, each of Wang Bin, Wang Xin and You Yanli (the “PRC Shareholders”) and the Representative are parties to an Agreement and Plan of Merger dated November 28, 2007 (the “Merger Agreement”) pursuant to which Sub merged with and into the Company (the “Merger”), with the Company being the surviving entity of the Merger, subject to the terms and conditions of the Merger Agreement; and

     WHEREAS, the parties hereto have agreed to amend certain provisions of the Merger Agreement with respect to the payment of the Escrow Cash and the Earnout;

     NOW, THEREFORE, in consideration of the matters described in the recitals above and the mutual promises, covenants and undertakings contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. Section 11.9.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

     Notwithstanding any term of the Escrow Agreement to the contrary, as promptly as is reasonably practicable, but in any event on or before January 15, 2009 (the “Escrow Release Date”), the Acquirer will deliver to the Company Shareholders the Escrow Cash, together with interest thereon, less one-half of the fees and expenses of the Escrow Agent, pursuant to the terms of the Escrow Agreement.

     2. The first clause of Section 11.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

All representations and warranties of the Company Entities and the PRC Shareholders contained in this Agreement, including the Company Disclosure Letter, the PRC Shareholders Disclosure Letter and in the other certificates contemplated by this Agreement, shall remain operative and in full force and effect, regardless of any investigation, discovery or disclosure made by or on behalf of any of the parties to this Agreement, until December 29, 2008 (the “Release Date”);

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     3. (a) All references to “Earnout” and “Earnout Amount” in Article I and Article XI of the Merger Agreement shall be replaced with “Promissory Note” and “Promissory Note Amount”, respectively.

          (b) Section 1.44 of the Merger Agreement shall be amended to read in its entirety as follows:

     “Total Merger Consideration” means an amount of up to $34,700,000, comprised of the Initial Merger Consideration and an aggregate of $20,000,000 in promissory notes (the “Promissory Note Amount”) (as set forth in more detail in Section 2.2.1(b) hereto).

          (c) Schedule 2.2.1 of the Merger Agreement shall be deleted in its entirety.

          (d) Section 1.13 of the Merger Agreement shall be deleted in its entirety.

     3. Clause (b) of Section 2.2.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

     a secured promissory note (a “Promissory Note”) (the form of which is attached hereto as Exhibit A) for payment of the Promissory Note Amount divided by the number of fully-diluted Company Ordinary Shares as of the Effective Time. The Promissory Note shall require payment of principal and interest in cash in installments with aggregate principal payments and amounts as follows, in each case subject to the terms and conditions set forth in the applicable Promissory Note:

January 15, 2009	$	6,000,000
April 1, 2009	$	3,000,000
July 1, 2009	$	5,000,000
March 31, 2010	$	1,500,000
June 30, 2010	$	1,500,000
September 30, 2010	$	1,500,000
December 31, 2010	$	1,500,000

As a precondition to the delivery to each Company Shareholder of a Promissory Note, and to the payment of the amounts set forth above, each such Company Shareholder shall first execute and deliver to Acquirer a Security Agreement, dated December 29, 2008, by Acquirer, Wang Xin as Collateral Agent, and the Secured Parties set forth on Exhibit A thereto, in the form attached hereto as Exhibit B.

     4. The last sentence of Section 2.2.1 of the Merger Agreement shall be deleted in its entirety.

     5. Each reference to “Earnout Payment Date” in the Merger Agreement shall be replaced with “Note Payment Date” and the following shall be added as Section 1.45 of the Merger Agreement:

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     “Note Payment Date” shall mean for each Promissory Note, each of January 15, 2009, April 1, 2009, July 1, 2009, March 31, 2010, June 30, 2010, September 30, 2010 and December 31, 2010, as applicable.

     6. In connection with this Amendment, the Acquirer, the Representative and the Escrow Agent shall terminate the Escrow Agreement, and the Acquirer shall cause all Escrow Cash and other property remaining in the Escrow to be irrevocably released to the Company Shareholders as promptly as is reasonably practicable, but in any event on or before January 15, 2009.

     7. In connection with this Amendment, the amendments to the Employment Agreements, and the Security Agreement between Wang Xin, as collateral agent, the Secured Parties thereunder and the Company, the Company shall pay the reasonable legal expenses incurred by Wang Bin and Wang Xin (both in his individual capacity and in his capacity as the Representative and Collateral Agent) not to exceed an aggregate of $30,000.

     8. (a) As an inducement to the execution of this Amendment by the Representative, Acquirer stipulates and agrees that (i) as of the Amendment Date, no Claims for indemnification have been asserted, whether unsatisfied or contested, pursuant to Article XI of the Merger Agreement, and Acquirer has no current knowledge of facts that would give rise to a Claim, (ii) it owes the maximum amount of the Earnout Amount to the Company Shareholders, or a total of $20,000,000, which shall be paid in the form of Promissory Notes as described above, and (iii) Wang Xin and Wang Bin are each entitled to receive the maximum amount of the “Special Bonus” (as defined in the Employment Agreements) of $2,500,000.

          (b) Acquirer hereby further releases the Indemnifying Persons (the “Acquirer Release”) from, and hereby waives and agrees never to assert or exercise against any of the Indemnifying Persons, any and all Damages and claims, arising prior the date hereof, relating to the subject matter of the Merger Agreement, other than claims for Damages made under and subject to the indemnification terms, conditions and limitations of (i) Section 11 of the Merger Agreement for a breach of the representations and warranties set forth in Section 3.2, Section 3.4, Section 3.7 and Section 3.14 of the Merger Agreement or (ii) Sections 11.2.2 through 11.2.7 of the Merger Agreement.

          (c) Each of the Indemnifying Persons hereby releases Acquirer and affiliates of Acquirer from, and hereby waives and agrees never to assert or exercise against Acquirer or any affiliates of Acquirer, any and all damages and claims, arising prior the date hereof, relating to the subject matter of the Merger Agreement, (but not the Employment Agreements, in the case of Wang Xin and Wang Bin).

     9. As a further inducement to the execution of this Amendment by the Representative, Acquirer makes the following representations and warranties:

          (a) Neither the Acquirer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 nor the Acquirer’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008, June 30, 2008 and September 30, 2008, as of the date such report was filed with the U.S. Securities and Exchanges Commission, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading.

          (b) The execution, delivery and performance of (i) this Amendment and (ii) each Promissory Note contemplated hereby, by Acquirer and the Company Entities has been duly and validly approved and authorized. Acquirer and the Company Entities have all requisite corporate power and authority to enter into, execute, deliver and perform their obligations under, this Amendment and each

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Promissory Note contemplated hereby, and have all requisite corporate power and authority to take any and all actions that may be necessary on their part to issue each Promissory Note.

          (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission or other Governmental Authority or any other Person or entity, governmental or otherwise, is necessary or required to be made or obtained by Acquirer or the Company Entities to enable Acquirer and the Company Entities to lawfully execute and deliver, enter into, and to perform its obligations under, this Amendment and each of the Promissory Notes contemplated hereby, except for such consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission or other Governmental Authority or any other Person or entity, governmental or otherwise, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement.

          (d) This Amendment and the Promissory Notes contemplated hereby are, or when executed by Acquirer, the Company Entities, as applicable, and each of the other parties hereto and thereto will be, valid and binding obligations of Acquirer and the Company Entities, as applicable, enforceable against Acquirer and the Company Entities, as applicable, in accordance with their respective terms, except as to the effect of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

          (e) Neither the execution and delivery of this Amendment nor the Promissory Notes or any other transactions contemplated hereby, will (a) conflict with or violate any provision of the Certificate of Incorporation, Memorandum of Association, Articles of Association or Bylaws of Acquirer or the Company Entities, each as currently in effect, or (b) except as would not have a Material Adverse Change on Acquirer, conflict with or violate any Applicable Law.

          (f) Immediately after the issuance of the Promissory Notes, (a) the fair value of the assets of Acquirer, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of Acquirer will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) Acquirer will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) Acquirer will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

     11. So long as any amounts under the Promissory Notes remain outstanding, the Acquirer shall not:

          (a) Create, incur, assume, or be liable for any Indebtedness, other than (i) Indebtedness arising under and pursuant to the terms of that certain Loan and Security Agreement, dated as of February 14, 2007, by and among Silicon Valley Bank (“SVB”) and Acquirer, as from time to time amended or restated (the “Loan and Security Agreement”), (ii) any Indebtedness refinancing or replacing the Indebtedness (and/or commitments to lend) pursuant to the Loan and Security Agreement, (iii) Permitted Indebtedness (as defined in the Loan and Security Agreement), provided that any amendment to the Loan and Security Agreement, or any such refinancing or replacement does not, without the prior consent of the Representative, (A) increase the principal amount of Indebtedness that may be outstanding thereunder to an amount that exceeds $10,000,000, (B) accelerate the dates on which payments of principal or interest are due, or (C) change any redemption or prepayment provisions except to waive or make such provisions less restrictive (such debt referred to in clause (i) and (ii), the “Senior Debt”) and

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(iv) Indebtedness the principal amount of which is used to prepay the Promissory Notes, and (v) unsecured Indebtedness that is expressly subordinated in all respects to the Promissory Notes on customary terms or on terms otherwise reasonably acceptable to the Representative.

          (b) Declare, make or pay any dividends or distributions with respect, or redeem, retire or repurchase any capital stock or other equity securities of Acquirer (other than repurchases from employees at a price equal to their purchase price pursuant to agreements in effect on the date hereof).

          (c) Make any payments in respect of any other Indebtedness other than payments (i) arising with respect to the Senior Debt and (ii) interest payments.

     For purposes of this Section 11, “Indebtedness” shall mean (a) indebtedness for borrowed money, (b) reimbursement and other obligations for surety bonds and letters of credit, (c) capital lease obligations, and (d) Contingent Obligations.

     For purposes of this Section 11, “Contingent Obligations” shall mean, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; and (b) any obligations for undrawn letters of credit for the account of that Person; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

     12. Except as specifically modified hereby, all terms and conditions of the Merger Agreement shall remain unmodified and in full force and effect. This Amendment shall be deemed to form an integral part of the Merger Agreement. In the event of any inconsistency or conflict between the provisions of the Merger Agreement and this Amendment, the provisions of this Amendment will prevail and govern. All references to the “Agreement” in the Merger Agreement shall hereinafter refer to the Merger Agreement as amended by this Amendment. The Company Shareholders shall be intended third-party beneficiaries of this Agreement.

5

     IN WITNESS WHEREOF, Acquirer, Sub, the Company, the WFOE, MIG, Qinwang, the Representative and the former shareholders of the Company party hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized (or with respect to the Representative and other individuals party hereto, personally), all as of the date first written above.

GLU MOBILE INC.:		BEIJING ZHANGZHONG MIG INFORMATION TECHNOLOGY CO. LTD.:
By:	/s/ L. Gregory Ballard	By:	/s/ [signature is in chinese text]
Name:	L. Gregory Ballard	Name:	[chinese text]
Title:	President and CEO	Title:
Address:	2207 Bridgepointe Pkwy Suite 300 San Mateo, CA 94404	Address:	[chinese text[

[Signature Page to First Amendment to Agreement and Plan of Merger Dated November 30, 2007]

6

REPRESENTATIVE:		YOU YANLI:
By:	/s/ Wang Xin	By:	/s/ You Yan Li
Name:	Wang Xin
MOBILE INTERNET (ASIA) LTD.:		ACE LEVEL LIMITED:
By:	/s/ Mark Atkeson	By:	/s/ Wang Ying Ying
Name:	Mark Atkeson	Name:	Wang Ying Ying
Title:	Director	Title:	Director
WANG BIN:		IDG TECHNOLOGY VENTURE INVESTMENT III, L.P.:
By:	/s/ Wang Bin	By:	/s/ Chising Ho
		Name:	Chising Ho
		Title:	Authorized Signatory
VERBIER INTERNATIONAL INC.:		CAPITAL PARTNERS LIMITED:
By:	/s/ Yung Lap Hang	By:	/s/ Yvonne Gerig
Name:	Yung Lap Hang	Name:	Yvonne Gerig
Title:	Sole Owner	Title:	Director

[Signature Page to First Amendment to Agreement and Plan of Merger Dated November 30, 2007]

7

WOODSIDE INVESTMENTS, L.P.:		DURABLE HOLDINGS LIMITED:
By:	/s/ Frank C. Revitt	By:	/s/ T.D.P. Kirkwood
Name:	Frank C. Revitt	Name:	T.D.P. Kirkwood
Title:	Managing Director	Title:	Director
Address:	P.O. Box 476 E. Stroudsburg, PA 18301	Address:	Brumby House 1st Floor Box 80148, 87011 L.F.T Malaysia
MOBILE HOLDINGS LIMITED:		CHRIS BODEN:
By:	/s/ Mark Atkeson	By:	/s/ Chris Boden
Name:	Mark Atkeson
Title:	Director
RUSSEL LEWIS:		THE GLANCY FAMILY TRUST:
By:	/s/ Russell Lewis	By:	/s/ John E. Glancy
		Name:	John E. Glancy
		Title:	Trustee
KENDRYK ENTERPRISES LP:		MICHAEL RICKS:
By:	/s/ Frank C. Revitt	By:	/s/ Michael Ricks
Name:	Frank C. Revitt
Title:	Managing Director

[Signature Page to First Amendment to Agreement and Plan of Merger Dated November 30, 2007]

8

WANG XIN:
By:	/s/ Wang Xin

[Signature Page to First Amendment to Agreement and Plan of Merger Dated November 30, 2007]

9

EX-10.01

Exhibit 10.01

     This instrument and the rights and obligations evidenced hereby are subordinated in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of December 29, 2008 by and among Wang Xin, as representative for the creditors set forth on Exhibit A thereto, Glu Mobile Inc., a Delaware corporation (the “Company”), certain direct and indirect subsidiaries of Borrower from time to time party thereto, and Silicon Valley Bank, a California banking corporation (the “Senior Lender”),to the indebtedness (including interest) owed by the Company pursuant to that certain Amended and Restated Loan and Security Agreement dated as of December 29, 2008 among the Company, certain affiliates of the Company, and the Senior Lender, and as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time in accordance with such Subordination Agreement, and to indebtedness refinancing the indebtedness under such agreements to the extent permitted by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

SENIOR SUBORDINATED SECURED PROMISSORY NOTE

	No. A-«—»
«—»	December 29, 2008

     1. Obligation. Glu Mobile Inc., a Delaware corporation (the “Company”) hereby promises to pay to «Noteholder» or «Pronoun» direct or indirect assignees in accordance with Section 12 hereof «Noteholder» and any such asignee, a “Holder”) the principal sum of US«Total», in installments on the payment dates set forth in the table below (and in the amount opposite the applicable payment date) (each such date, a “Payment Date”), at such place as Holder may direct. Interest shall begin to accrue on April 1, 2009 on the then-outstanding principal amount, at a rate of seven percent (7%) per annum. All payments on this Note shall be paid in lawful money of the United States of America. All interest which has then accrued on the entire principal amount of this Note shall become immediately due and payable as of each Payment Date.

Payment Date	Payment Amount (exclusive of interest)
January 15, 2009	«—»
April 1, 2009	«—»
July 1, 2009	«—»
March 31, 2010	«—»
June 30, 2010	«—»
September 30, 2010	«—»

Payment Date	Payment Amount (exclusive of interest)
December 31, 2010	«—»

Notwithstanding the above interest rate, after the occurrence and during the continuance of any Event of Default (as defined below), all principal then outstanding under this Note shall bear interest at a default rate equal to 12.0% per annum.

     2. Prepayment. Company may at any time, without penalty, upon at least five (5) days prior written notice to the Holder, prepay in whole or in part the unpaid principal sum of this Note, plus any unpaid accrued interest under this Note. All payments will first be applied to accrued interest until all then outstanding accrued interest has been paid, and then to the repayment of principal.

     3. Default; Acceleration of Obligation; Remedies. Time is of the esssence with respect to the Company’s obligations under this Note. The Company will be deemed to be in default under this Note and the outstanding unpaid principal balance of this Note, together with all interest accrued thereon, will immediately become due and payable in full, without the need for any further action on the part of Holder, upon and as of the occurrence of any of the following events (each an “Event of Default”): (a) the Company’s failure to make any payment on any applicable Payment Date of the principal and interest then due; (b) any representation or warranty contained in the Amendment Agreement or the Security Agreement being untrue or incorrect in any material respect when made; (c) any breach of any covenant of the Company contained in the Amendment Agreement or the Security Agreement, and as to any breach that is capable of being cured, such breach is not cured within 30 days following the giving of notice by the Holder or the Representative (as defined in the Amendment Agreement); (d) upon the filing by or against the Company of any voluntary or involuntary petition in bankruptcy or any petition for relief under the federal bankruptcy code or any other state or federal law for the relief of debtors; provided, however, with respect to an involuntary petition in bankruptcy, such petition has not been dismissed within thirty (30) days after the filing of such petition; (e) upon the execution by the Company of an assignment for the benefit of creditors or the appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property; (f) any Event of Default shall have occurred and be continuing under the Loan and Security Agreement dated as of February 14, 2007 between- the Company and Silicon Valley Bank (“SVB”), as from time to time amended or restated, which Event of Default shall either (a) consist of the failure to pay any amounts of principal or interest due thereunder (and which failure shall not have been waived by SVB), or (b) have resulted in the acceleration of the maturity of all loans outstanding thereunder; (g) immediately prior to the dissolution, liquidation or winding up of the Company or any merger or consolidation of the Company with or into another entity; or (h) any transaction or series of transactions whereby which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), (x) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the outstanding equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company (taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (y) otherwise obtains the right to elect a majority of the members of the Company. Upon the occurrence of an Event of Default, Holder shall be immediately entitled to exercise any and all rights and remedies possessed by Holder (or which Holder may hereafter possess) under this Note or at law, in equity or by statute. In the event this Note is placed in the hands of an attorney for collection following an Event of Default, or if Holder incurs any costs incident to the collection of the indebtedness evidenced hereby, the Company agrees to pay to Holder an amount equal to all such costs, including without limitation all reasonable attorneys’ fees and all court costs.

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     4. Security Interest. The performance of the Company of its obligations under this Note is secured by security interests granted pursuant to a security agreement entered into by the Company, the Secured Parties thereunder and Wang Xin, as Collateral Agent, as of December 29, 2008 (the “Security Agreement”).

     5. Tax Withholding. (a) Regardless of any action the Company or any affiliate of the Company takes with respect to any or all income tax, withholding tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Note (including any interest paid on the Note), Holder hereby acknowledges and agrees that the ultimate liability for all Tax Items legally due and payable by Holder with respect to the amounts payable to Holder hereunder are and will remain the responsibility of Holder.

(b) Holder acknowledges and agrees that neither the Company nor any affiliate of the Company make no representations or undertakings regarding the tax treatment of any aspect of this Note.

(c) Holder acknowledges and agrees that any amounts payable by the Company in respect of this Note (including any interest) shall be reduced by any withholding tax that may be required under applicable law and Holder authorizes the Company and/or any affiliate of the Company to satisfy the obligations with regard to all such Tax Items legally payable by Holder by withholding such amount from the payment amount due to Holder on any applicable payment date.

(d) If any amount of Tax Items that the Company or any affiliate of the Company is required to withhold as a result of the Note cannot be satisfied by the means set forth in Section 5(c), (i) Holder may pay to the Company or an affiliate of the Company such amount or (ii) the Company may offset such amount against subsequent payments under this Note.

     6. Tax Documentation. To the extent applicable, Holder shall deliver to the Company (i) duly completed copies of Internal Revenue Service Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party and (ii) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company or any of its affiliates to determine the withholding or deduction required to be made.

     7. Relationship to Merger Agreement; Waiver and Amendment. This Note is one of a series of notes (the “Notes” issued pursuant to Section 3 of the Agreement and Plan of Merger, dated November 28, 2007, by and among the Company, Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Awaken Limited”), Awaken (Beijing) Communications Technology CO. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC (the “WFOE”), Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC (“Qinwang”), and Wang Xin, as the representative of (and on behalf of each of) the former shareholders of the Company (the “Representative”) (such agreement, the “Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated December 29, 2008, by the Company, Awaken Limited, the WFOE, MIG, Qinwang and the Representative (the “Amendment Agreement”). All Notes issued pursuant to the Merger Agreement, as amended by the Amendment Agreement, shall be deemed to rank pari passu in seniority and right to payment to one another, as well as to the obligations of the Company pursuant to that certain Guaranty, dated the date hereof, for the benefit of Wang Bin and Wang Xin related to that certain note issued pursuant to that certain Employment Agreement dated as of November 28, 2007 by and between Wang Bin and MIG , as amended by that certain Amendment to Employment

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Agreement dated December 29, 2008, and that certain note issued pursuant to that certain Employment Agreement dated as of November 28, 2007 by and between Wang Xin and MIG, as amended by that certain Amendment to Employment Agreement dated December 29, 2008. Any provision of the Notes may be amended or modified only by a writing signed by both the Company and holders of a majority in principal amount of the Notes (except that the consent of Holder shall be required for any such amendment that applies to Holder only and not to holders of any of the other Notes). Except as provided below with respect to waivers by the Company, no waiver or consent with respect to this Note will be binding or effective unless it is set forth in writing and signed by the party against whom such waiver is asserted. No failure to accelerate the indebtedness evidenced hereby by reason of an Event of Default hereunder, acceptance of a past-due installment or other indulgences granted from time to time, shall be construed as a novation of this Note or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms of this Note or to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law. No extension of the time for payment of the indebtedness evidenced hereby or any installment due hereunder, made by agreement with any person now or hereafter liable for payment of the indebtedness evidenced hereby, shall operate to release, discharge, modify, change or affect the original liability of the Company hereunder or that of any other person now or hereafter liable for payment of the indebtedness evidenced hereby, either in whole or in part, unless Holder agrees otherwise in writing.

     8. Waivers of Company. The Company hereby waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.

     9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of New York as applied to agreements between residents thereof to be performed entirely within such State, without reference to that body of law relating to conflict of laws or choice of law.

     10. Severability; Headings. The invalidity or unenforceability of any term or provision of this Note will not affect the validity or enforceability of any other term or provision hereof. The headings in this Note are for convenience of reference only and will not alter or otherwise affect the meaning of this Note.

     11. Jurisdiction; Venue. Each of the undersigned hereby irrevocably submits to the in personam jurisdiction of the state courts of the State of New York and of the United States District Court that is located in New York, New York, for the purpose of any suit, action or other proceeding arising out of or based upon this Note. EACH PARTY TO THIS NOTE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

     12. Assignment. This Note may only be transferred by Holder upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new Note for like principal amount and interest will be issued by the Company to, and registered by the Company in the name of, the transferee. Interest and principal are payable only to the registered holder of the Note . The rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. Without limiting the generality of the foregoing, each Holder of this Note is entitled to the full benefits of this Note and may enforce the provisions of the same and exercise the remedies provided hereby or thereby or otherwise available with respect hereto or thereto.

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     13. Loss/Affidavit. On receipt by the Company of an affidavit of an authorized representative of Holder stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Company, at its expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. If required by the Company, such Holder must provide indemnity sufficient in the reasonable judgment of the Company to protect the Company from any loss which the Company may suffer if a lost, stolen or destroyed Note is replaced.

     14. Ipso Facto. All agreements herein made are expressly limited so that in no event whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use of the money advanced or to be advanced hereunder exceed the maximum rate allowed under applicable law (the “Maximum Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Rate, then, ipso facto, the obligation to pay interest hereunder shall be reduced to the Maximum Rate; and if from any circumstance whatsoever, Holder shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Rate, such amount as would be excessive interest shall be applied to the reduction of the principal balance remaining unpaid hereunder and not to the payment of interest. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and Holder with respect to the indebtedness evidenced hereby.

     15. Entire Agreement. This Note, together with the Security Agreement and the Amendment Agreement, constitute the entire understanding and agreement of the Company and the holder of this Note with respect to the subject matter hereof and supersedes all prior understandings and agreements with respect to such matters.

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     IN WITNESS WHEREOF, the Company has executed this Note as of the date and year first above written.

COMPANY GLU MOBILE INC.
By:	/s/ L. Gregory Ballard
Name:	L. Gregory Ballard
Title:	President and CEO

[SIGNATURE PAGE TO EARNOUT NOTE]

EX-10.02

Exhibit 10.02

     This instrument and the rights and obligations evidenced hereby are subordinated in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of December 29, 2008 by and among Wang Xin, as representative for the creditors set forth on Exhibit A thereto, Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (the “Company”), Glu Mobile Inc., a Delaware corporation (“Parent”) , certain direct and indirect subsidiaries of Borrower from time to time party thereto, and Silicon Valley Bank, a California banking corporation (the “Senior Lender”),to the indebtedness (including interest) owed by Parent pursuant to that certain Amended and Restated Loan and Security Agreement dated as of December 29, 2008 among Parent, certain affiliates of Parent, and the Senior Lender, and as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time in accordance with such Subordination Agreement, and to indebtedness refinancing the indebtedness under such agreements to the extent permitted by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

SECURED PROMISSORY NOTE

$2,500.000 December 29, 2008

     1. Obligation. Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (the “Company”), hereby promises to pay to Wang Bin (the “Holder”) the principal sum equal to an amount in lawful currency of the PRC having a value of $2,500,000 (calculated as set forth below), in installments on the payment dates (each such date, a “Payment Date”) set forth in the table below (and in the amount opposite the applicable payment date), at such place as Holder may direct. Simple interest on such principal amount shall begin to accrue on April 1, 2009 on the then-outstanding principal amount, at a rate of seven percent (7%) per annum, compounded annually. All payments on this Note shall be paid in lawful money of the PRC. All interest which has then accrued on the entire principal amount of this Note shall become immediately due and payable as of each Payment Date.

Payment Date	Payment Amount (exclusive of interest)
March 31, 2010	$312,500
June 30, 2010	$312,500
September 30, 2010	$937,500
December 31, 2010	$937,500

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     Each payment set forth in the table above, and each payment of accrued interest that is payable on each Payment Date, shall paid in lawful currency of the PRC having a value equal to the U.S. dollar amount set forth in the table above plus the U.S. dollar amount of accrued interest thereon, multiplied by the prevailing exchange rate published on http://www.oanda.com/convert/classic for the last business day prior to the applicable Payment Date (or if such rate is not then available on such, at prevailing rates in New York City at the close of business on the last business day prior to the date of such payment).

     Notwithstanding the above, each payment set forth in the table above is contingent upon Holder’s not ceasing to continuously provide services to the Company or an affiliate of the Company between the date hereof and March 31, 2009 (other than as a result of a Termination Without Cause, as defined below, or death or disability). In addition, if Holder continuously provides services to the Company or an affiliate of the Company between the date hereof and March 31, 2009 but ceases to continuously provide such services between April 1, 2009 and June 30, 2009 (other than as a result of a Termination Without Cause, as defined below, or death or disability), the Holder shall only be entitled to receive an amount having a value of $312,500 (determined as described above) plus accrued but unpaid interest accruing on the entire unpaid principal amount of this Note on each Payment Date after the date on which he ceases to provide such services. Notwithstanding the foregoing, in the case of a Termination Without Cause, as defined below, the entire remaining principal amount and all accrued but unpaid interest thereon shall become due and payable within 30 days of the time of such Termination Without Cause, without reduction pursuant to the preceding two sentences.

     “Termination Without Cause” means a termination by Parent or a subsidiary of Parent of Holder’s employment with the Parent or a subsidiary of Parent for any reason other than the following: (i) Holder materially breaches the rules and regulations of Parent or the subsidiary of Parent to which Holder is employed; (ii) Holder seriously neglects Holder’s duty or engages in malpractice for selfish ends, causing substantial harm to the interests of Parent or a subsidiary of Parent; (iii) Holder simultaneously establishes an employment relationship with another employer that materially affects the completion of working tasks with Parent or the subsidiary of Parent to which Holder is employed, and Holder refuses to rectify the matter after the same is brought to his/her attention by Parent or the subsidiary of Parent to which Holder is employed; (iv) the employment contract between Holder and Parent or the subsidiary of Parent to which Holder is employed is invalid because Holder uses deception or coercion, or takes advantage of the difficulties of Parent or the subsidiary of Parent to which Holder is employed to conclude or change an employment contract that is contrary to the true intention of Parent or the subsidiary of Parent to which Holder is employed; or (v) Holder has been found guilty of crime in accordance with the law.

     Notwithstanding the above interest rate, after the occurrence and during the continuance of any Event of Default (as defined below), all principal then outstanding under this Note shall bear interest at a default rate equal to 12.0% per annum.

     2. Prepayment. Borrower may at any time, without penalty, upon at least five (5) days prior written notice to the Holder, prepay in whole or in part the unpaid principal sum of this Note, plus any unpaid accrued interest under this Note. All payments will first be applied to the repayment of accrued interest until all then outstanding accrued interest has been paid, and then shall be applied to the repayment of principal.

     3. Default; Acceleration of Obligation; Remedies. Time is of the esssence with respect to the Company’s obligations under this Note. The Company will be deemed to be in default under this Note and the outstanding unpaid principal balance of this Note, together with all interest accrued thereon, will immediately become due and payable in full, without the need for any further action on the part of

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Holder, upon and as of the occurrence of any of the following events (each an “Event of Default”): (a) the Company’s failure to make any payment on any applicable Payment Date of the principal and interest then due; (b) any representation or warranty contained in the Amendment Agreement or the Security Agreement being untrue or incorrect in any material respect when made; (c) any breach of any covenant of the Company contained in the Amendment Agreement, as defined below, or the Security Agreement, as defined below, and as to any breach that is capable of being cured, such breach is not cured within 30 days following the giving of notice by the Holder or the Representative (as defined in the Amendment Agreement); (d) upon the filing by or against the Company of any voluntary or involuntary petition in bankruptcy or any petition for relief under the federal bankruptcy code or any other state or federal law for the relief of debtors; provided, however, with respect to an involuntary petition in bankruptcy, such petition has not been dismissed within thirty (30) days after the filing of such petition; (e) upon the execution by the Company of an assignment for the benefit of creditors or the appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property; (f) any Event of Default shall have occurred and be continuing under the Loan and Security Agreement dated as of February 14, 2007 between the Company and Silicon Valley Bank (“SVB”), as from time to time amended or restated, which Event of Default shall either (a) consist of the failure to pay any amounts of principal or interest due thereunder (and which failure shall not have been waived by SVB), or (b) have resulted in the acceleration of the maturity of all loans outstanding thereunder; (g) immediately prior to the dissolution, liquidation or winding up of the Company or any merger or consolidation of the Company with or into another entity; or (h) any transaction or series of transactions whereby which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), (x) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the outstanding equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company (taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (y) otherwise obtains the right to elect a majority of the members of the Company. Upon the occurrence of an Event of Default, Holder shall be immediately entitled to exercise any and all rights and remedies possessed by Holder (or which Holder may hereafter possess) under this Note or at law, in equity or by statute. In the event this Note is placed in the hands of an attorney for collection following an Event of Default, or if Holder incurs any costs incident to the collection of the indebtedness evidenced hereby, the Company agrees to pay to Holder an amount equal to all such costs, including without limitation all reasonable attorneys’ fees and all court costs.

     For purposes of this Note, the term “Amendment Agreement” shall mean that certain First Amendment to Agreement and Plan of Merger, dated December 29, 2008, by and among Glu Mobile, Inc. (“Parent”), Awaken (Beijing) Communications Technology Co. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC, the Company, Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC, Wang Xin, as the representative of (and on behalf of each of) the former shareholders of Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Awaken”), and each of the former shareholders of Awaken party hereto.

     4. Guaranty and Security Interest. The performance of the Company of its obligations under this Note is guaranteed pursuant to a Guaranty entered into by Glu Mobile, Inc, (“Parent”), the Holder and Wang Xin, dated of even date herewith (the “Guaranty”), which Guaranty is secured by security interests granted pursuant to a Security Agreement entered into by Parent, the Secured Parties

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named therein and Wang Xin, as Collateral Agent, dated of even date herewith (the “Security Agreement”).

     5. Tax Withholding.

     (a) The parties hereto intend that payments by the Company under this Note will be treated as compensation for purposes of Chinese individual income tax and payroll tax. Regardless of any action the Company or any affiliate of the Company takes with respect to any or all income tax, withholding tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Note (including any interest paid on the Note), Holder hereby acknowledges and agrees that the ultimate liability for all Tax Items legally due and payable by Holder with respect to the amounts payable to Holder hereunder are and will remain the responsibility of Holder.

     (b) Holder acknowledges and agrees that neither the Company nor any affiliate of the Company make any representations or undertakings regarding the tax treatment of any aspect of the Note.

     (c) Holder acknowledges and agrees that any amounts payable by the Company in respect of the Notes (including any interest) shall be reduced by any withholding tax that may be required under applicable laws and Holder authorizes the Company and/or any affiliate of the Company to satisfy the obligations with regard to all Tax Items legally payable by Holder by withholding such amount from the payment amount due to Holder on any applicable payment date.

     (d) If any amount of Tax Items that the Company or any affiliate of the Company is required to withhold as a result of the Note cannot be satisfied by the means set forth in Section 5(c), (i) Holder may pay to the Company or an affiliate of the Company such amount or (ii) the Company may offset such amount against subsequent payments under this Note.

     7. Waiver and Amendment. This Note is issued pursuant to that certain Amendment to Employment Agreement, dated of even date herewith, by and between the Company and the Holder (as so amended, the “Employment Agreement”). This Note, as well as that certain note issued pursuant to that certain Employment Agreement dated as of November 28, 2007 by and between Wang Xin and MIG, as amended by that certain Amendment to Employment Agreement dated December 29, 2008, shall be deemed to rank pari passu in seniority and right to payment to each other. Any provision of the Notes may be amended or modified only by a writing signed by both the Company and the Holder. Except as provided below with respect to waivers by the Company, no waiver or consent with respect to this Note will be binding or effective unless it is set forth in writing and signed by the party against whom such waiver is asserted. No failure to accelerate the indebtedness evidenced hereby by reason of an Event of Default hereunder, acceptance of a past-due installment or other indulgences granted from time to time shall be construed as a novation of this Note or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms of this Note or to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law. No extension of the time for payment of the indebtedness evidenced hereby or any installment due hereunder, made by agreement with any person now or hereafter liable for payment of the indebtedness evidenced hereby, shall operate to release, discharge, modify, change or affect the original liability of the Company hereunder or that of any other person now or hereafter liable for payment of the indebtedness evidenced hereby, either in whole or in part, unless Holder agrees otherwise in writing.

     8. Waivers of Company. The Company hereby waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.

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     9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of New York as applied to agreements between residents thereof to be performed entirely within such State, without reference to that body of law relating to conflict of laws or choice of law.

     10. Severability; Headings. The invalidity or unenforceability of any term or provision of this Note will not affect the validity or enforceability of any other term or provision hereof. The headings in this Note are for convenience of reference only and will not alter or otherwise affect the meaning of this Note.

     11. Jurisdiction; Venue. Each of the undersigned hereby irrevocably submits to the in personam jurisdiction of the state courts of the State of New York and of the United States District Court that is located in New York, New York, for the purpose of any suit, action or other proceeding arising out of or based upon this Note. EACH PARTY TO THIS NOTE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

     12. Assignment. This Note may not be assigned or transferred without the prior written consent of the Company. Upon any such assignment or transfer and such consent, a new Note for like principal amount and interest will be issued by the Company to, and registered by the Company in the name of, the transferee. Interest and principal are payable only to the registered holder of the Note. The rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. Without limiting the generality of the foregoing, each Holder of this Note is entitled to the full benefits of this Note and may enforce the provisions of the same and exercise the remedies provided hereby or thereby or otherwise available with respect hereto or thereto.

     13. Loss/Affidavit. On receipt by the Company of an affidavit of an authorized representative of Holder stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Company, at its expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. If required by the Company, such Holder must provide indemnity sufficient in the reasonable judgment of the Company to protect the Company from any loss which the Company may suffer if a lost, stolen or destroyed Note is replaced.

     14. Ipso Facto. All agreements herein made are expressly limited so that in no event whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use of the money advanced or to be advanced hereunder exceed the maximum rate allowed under applicable law (the “Maximum Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Rate, then, ipso facto, the obligation to pay interest hereunder shall be reduced to the Maximum Rate; and if from any circumstance whatsoever, Holder shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Rate, such amount as would be excessive interest shall be applied to the reduction of the principal balance remaining unpaid hereunder and not to the payment of interest. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and Holder with respect to the indebtedness evidenced hereby.

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     13. Entire Agreement. This Note, together with the Security Agreement, the Guaranty, the the Employment Agreement and the Amendment Agreement constitute the entire understanding and agreement of the Company and the holder of this Note with respect to the subject matter hereof, and supersedes all prior understandings and agreements with respect to such matters.

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     IN WITNESS WHEREOF, the Company has executed this Note as of the date and year first above written.

COMPANY BEIJING ZHANGZHONG MIG INFORMATION TECHNOLOGY CO. LTD.
By:	/s/ [signature is in chinese text]
	Name:	[chinese text]
	Title:

EX-10.03

Exhibit 10.03

     This instrument and the rights and obligations evidenced hereby are subordinated in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of December 29, 2008 by and among Wang Xin, as representative for the creditors set forth on Exhibit A thereto, Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (the “Company”), Glu Mobile Inc., a Delaware corporation (“Parent”) , certain direct and indirect subsidiaries of Borrower from time to time party thereto, and Silicon Valley Bank, a California banking corporation (the “Senior Lender”),to the indebtedness (including interest) owed by Parent pursuant to that certain Amended and Restated Loan and Security Agreement dated as of December 29, 2008 among Parent, certain affiliates of Parent, and the Senior Lender, and as such Loan and Security Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time in accordance with such Subordination Agreement, and to indebtedness refinancing the indebtedness under such agreements to the extent permitted by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

SECURED PROMISSORY NOTE

$2,500.000 December 29, 2008

     1. Obligation. Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (the “Company”), hereby promises to pay to Wang Xin or his direct or indirect assignee thereof in accordance with Section 12 hereof (Wang Xin and any such asignee, a “Holder”) the principal sum equal to an amount in lawful currency of the PRC having a value of $2,500,000 (calculated as set forth below), in installments on the payment dates (each such date, a “Payment Date”) set forth in the table below (and in the amount opposite the applicable payment date), at such place as Holder may direct. Simple interest on such principal amount shall begin to accrue on April 1, 2009 on the then-outstanding principal amount, at a rate of seven percent (7%) per annum, compounded annually. All payments on this Note shall be paid in lawful money of the PRC. All interest which has then accrued on the entire principal amount of this Note shall become immediately due and payable as of each Payment Date.

Payment Date	Payment Amount (exclusive of interest)
March 31, 2010	$625,000
June 30, 2010	$625,000
September 30, 2010	$625,000
December 31, 2010	$625,000

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     Each payment set forth in the table above, and each payment of accrued interest that is payable on each Payment Date, shall paid in lawful currency of the PRC having a value equal to the U.S. dollar amount set forth in the table above plus the U.S. dollar amount of accrued interest thereon, multiplied by the prevailing exchange rate published on http://www.oanda.com/convert/classic for the last business day prior to the applicable Payment Date (or if such rate is not then available on such, at prevailing rates in New York City at the close of business on the last business day prior to the date of such payment).

     Notwithstanding the above interest rate, after the occurrence and during the continuance of any Event of Default (as defined below), all principal then outstanding under this Note shall bear interest at a default rate equal to 12.0% per annum.

     2. Prepayment. Borrower may at any time, without penalty, upon at least five (5) days prior written notice to the Holder, prepay in whole or in part the unpaid principal sum of this Note, plus any unpaid accrued interest under this Note. All payments will first be applied to the repayment of accrued interest until all then outstanding accrued interest has been paid, and then shall be applied to the repayment of principal.

     3. Default; Acceleration of Obligation; Remedies. Time is of the esssence with respect to the Company’s obligations under this Note. The Company will be deemed to be in default under this Note and the outstanding unpaid principal balance of this Note, together with all interest accrued thereon, will immediately become due and payable in full, without the need for any further action on the part of Holder, upon and as of the occurrence of any of the following events (each an “Event of Default”): (a) the Company’s failure to make any payment on any applicable Payment Date of the principal and interest then due; (b) any representation or warranty contained in the Amendment Agreement or the Security Agreement being untrue or incorrect in any material respect when made; (c) any breach of any covenant of the Company contained in the Amendment Agreement, as defined below, or the Security Agreement, as defined below, and as to any breach that is capable of being cured, such breach is not cured within 30 days following the giving of notice by the Holder or the Representative (as defined in the Amendment Agreement); (d) upon the filing by or against the Company of any voluntary or involuntary petition in bankruptcy or any petition for relief under the federal bankruptcy code or any other state or federal law for the relief of debtors; provided, however, with respect to an involuntary petition in bankruptcy, such petition has not been dismissed within thirty (30) days after the filing of such petition; (e) upon the execution by the Company of an assignment for the benefit of creditors or the appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property; (f) any Event of Default shall have occurred and be continuing under the Loan and Security Agreement dated as of February 14, 2007 between the Company and Silicon Valley Bank (“SVB”), as from time to time amended or restated, which Event of Default shall either (a) consist of the failure to pay any amounts of principal or interest due thereunder (and which failure shall not have been waived by SVB), or (b) have resulted in the acceleration of the maturity of all loans outstanding thereunder; (g) immediately prior to the dissolution, liquidation or winding up of the Company or any merger or consolidation of the Company with or into another entity; or (h) any transaction or series of transactions whereby which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), (x) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the outstanding equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company (taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (y) otherwise obtains the right to elect a majority of the members of the Company. Upon the occurrence of an Event of

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Default, Holder shall be immediately entitled to exercise any and all rights and remedies possessed by Holder (or which Holder may hereafter possess) under this Note or at law, in equity or by statute. In the event this Note is placed in the hands of an attorney for collection following an Event of Default, or if Holder incurs any costs incident to the collection of the indebtedness evidenced hereby, the Company agrees to pay to Holder an amount equal to all such costs, including without limitation all reasonable attorneys’ fees and all court costs.

     For purposes of this Note, the term “Amendment Agreement” shall mean that certain First Amendment to Agreement and Plan of Merger, dated December 29, 2008, by and among Glu Mobile, Inc. (“Parent”), Awaken (Beijing) Communications Technology Co. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC, the Company, Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC, Wang Xin, as the representative of (and on behalf of each of) the former shareholders of Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Awaken”), and each of the former shareholders of Awaken party hereto.

     4. Guaranty and Security Interest. The performance of the Company of its obligations under this Note is guaranteed pursuant to a Guaranty entered into by Glu Mobile, Inc, (“Parent”), the Holder and Wang Bin, dated of even date herewith (the “Guaranty”), which Guaranty is secured by security interests granted pursuant to a Security Agreement entered into by Parent, the Secured Parties named therein and Wang Xin, as Collateral Agent, dated of even date herewith (the “Security Agreement”).

     5. Tax Withholding.

     (a) The parties hereto intend that payments by the Company under this Note will be treated as compensation for purposes of Chinese individual income tax and payroll tax. Regardless of any action the Company or any affiliate of the Company takes with respect to any or all income tax, withholding tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Note (including any interest paid on the Note), Holder hereby acknowledges and agrees that the ultimate liability for all Tax Items legally due and payable by Holder with respect to the amounts payable to Holder hereunder are and will remain the responsibility of Holder.

     (b) Holder acknowledges and agrees that neither the Company nor any affiliate of the Company make any representations or undertakings regarding the tax treatment of any aspect of the Note.

     (c) Holder acknowledges and agrees that any amounts payable by the Company in respect of the Notes (including any interest) shall be reduced by any withholding tax that may be required under applicable laws and Holder authorizes the Company and/or any affiliate of the Company to satisfy the obligations with regard to all Tax Items legally payable by Holder by withholding such amount from the payment amount due to Holder on any applicable payment date.

     (d) If any amount of Tax Items that the Company or any affiliate of the Company is required to withhold as a result of the Note cannot be satisfied by the means set forth in Section 5(c), (i) Holder may pay to the Company or an affiliate of the Company such amount or (ii) the Company may offset such amount against subsequent payments under this Note.

     7. Waiver and Amendment. This Note is issued pursuant to that certain Amendment to Employment Agreement, dated of even date herewith, by and between the Company and the Holder (as so amended, the “Employment Agreement”). This Note, as well as that certain note issued pursuant to that certain Employment Agreement dated as of November 28, 2007 by and between Wang Bin and MIG, as

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amended by that certain Amendment to Employment Agreement dated December 29, 2008, shall be deemed to rank pari passu in seniority and right to payment to each other. Any provision of the Notes may be amended or modified only by a writing signed by both the Company and the Holder. Except as provided below with respect to waivers by the Company, no waiver or consent with respect to this Note will be binding or effective unless it is set forth in writing and signed by the party against whom such waiver is asserted. No failure to accelerate the indebtedness evidenced hereby by reason of an Event of Default hereunder, acceptance of a past-due installment or other indulgences granted from time to time shall be construed as a novation of this Note or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms of this Note or to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law. No extension of the time for payment of the indebtedness evidenced hereby or any installment due hereunder, made by agreement with any person now or hereafter liable for payment of the indebtedness evidenced hereby, shall operate to release, discharge, modify, change or affect the original liability of the Company hereunder or that of any other person now or hereafter liable for payment of the indebtedness evidenced hereby, either in whole or in part, unless Holder agrees otherwise in writing.

     8. Waivers of Company. The Company hereby waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.

     9. Governing Law. This Note will be governed by and construed in accordance with the internal laws of the State of New York as applied to agreements between residents thereof to be performed entirely within such State, without reference to that body of law relating to conflict of laws or choice of law.

     10. Severability; Headings. The invalidity or unenforceability of any term or provision of this Note will not affect the validity or enforceability of any other term or provision hereof. The headings in this Note are for convenience of reference only and will not alter or otherwise affect the meaning of this Note.

     11. Jurisdiction; Venue. Each of the undersigned hereby irrevocably submits to the in personam jurisdiction of the state courts of the State of New York and of the United States District Court that is located in New York, New York, for the purpose of any suit, action or other proceeding arising out of or based upon this Note. EACH PARTY TO THIS NOTE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

     12. Assignment. This Note may only be transferred by Holder upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new Note for like principal amount and interest will be issued by the Company to, and registered by the Company in the name of, the transferee. Interest and principal are payable only to the registered holder of the Note. The rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. Without limiting the generality of the foregoing, each Holder of this Note is entitled to the full benefits of this Note and may enforce the provisions of the same and exercise the remedies provided hereby or thereby or otherwise available with respect hereto or thereto.

     13. Loss/Affidavit. On receipt by the Company of an affidavit of an authorized representative of Holder stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Company, at its

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expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. If required by the Company, such Holder must provide indemnity sufficient in the reasonable judgment of the Company to protect the Company from any loss which the Company may suffer if a lost, stolen or destroyed Note is replaced.

     14. Ipso Facto. All agreements herein made are expressly limited so that in no event whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use of the money advanced or to be advanced hereunder exceed the maximum rate allowed under applicable law (the “Maximum Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the indebtedness evidenced hereby shall involve the payment of interest in excess of the Maximum Rate, then, ipso facto, the obligation to pay interest hereunder shall be reduced to the Maximum Rate; and if from any circumstance whatsoever, Holder shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Rate, such amount as would be excessive interest shall be applied to the reduction of the principal balance remaining unpaid hereunder and not to the payment of interest. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and Holder with respect to the indebtedness evidenced hereby.

     13. Entire Agreement. This Note, together with the Security Agreement, the Guaranty, the the Employment Agreement and the Amendment Agreement constitute the entire understanding and agreement of the Company and the holder of this Note with respect to the subject matter hereof, and supersedes all prior understandings and agreements with respect to such matters.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the Company has executed this Note as of the date and year first above written.

COMPANY BEIJING ZHANGZHONG MIG INFORMATION TECHNOLOGY CO. LTD.
By:	/s/ [signature is in chinese text]
	Name:	[chinese text]
	Title:

EX-10.04

Exhibit 10.04

SECURITY AGREEMENT

     This SECURITY AGREEMENT (this “Agreement”) dated as of December 29, 2008 (the “Effective Date”) is made by GLU MOBILE INC., a Delaware corporation (“Grantor”), in favor of (a) each of the parties listed on the Schedule of Secured Parties attached to this Agreement as Exhibit A (each individually a “Secured Party” and collectively the “Secured Parties”) and (b) WANG XIN, an individual, as Collateral Agent (the “Collateral Agent”) for the benefit of the Secured Parties. The parties agree as follows:

1. CAPITALIZED TERMS

     Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 12. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2. CREATION OF SECURITY INTEREST

     2.1 Grant of Security Interest. Grantor hereby grants to the Collateral Agent, for himself and the ratable benefit of each of: (i) Wang Bin and Wang Xin (in connection with the Guarantee), and (ii) each of the Secured Parties (in connection with the Notes), to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to the Collateral Agent, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Grantor represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a perfected security interest in the Collateral, which shall rank senior in priority to any other lien, encumbrance or other security interest in the Collateral except for Permitted Liens. If

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Grantor shall acquire a commercial tort claim, Grantor shall promptly notify the Collateral Agent in a writing signed by Grantor of the general details thereof and grant to the Collateral Agent, for the benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

     The security interest granted by Grantor under this Agreement to each of: (i) Wang Bin and Wang Xin (in connection with the Guarantee), and (ii) each of the Secured Parties (in connection with the Notes), shall be granted to such parties on a separate and pari passu basis. Subject to the authority of the Collateral Agent to take action on behalf of all of the Secured Parties under this Agreement, any and all references to the “grant of a security interest to the Secured Parties” or words of similar effect under this Agreement shall be interpreted as a grant by the Grantor of a separate security interest in the Collateral to each of: (i) Wang Bin and Wang Xin (in connection with the Guarantee), and (ii) each of the Secured Parties (in connection with the Notes).

     This Agreement, and the security interest granted hereunder, shall terminate upon the full and final payment by the Grantor of all Obligations. Following such termination, the Collateral Agent (on behalf of the Secured Parties) shall: (i) release its liens and security interests in the Collateral and all rights therein shall revert to Grantor, and (ii) file UCC termination statements with all appropriate jurisdictions to reflect the release of its liens and security interests in the Collateral.

     2.2 Authorization to File Financing Statements. Grantor hereby authorizes the Collateral Agent to file financing statements, without notice to Grantor, with all appropriate jurisdictions to perfect or protect the Secured Parties’ interest or rights hereunder, including a notice that any disposition of the Collateral, by either Grantor or any other Person, shall be deemed to violate the rights of the Collateral Agent under the Code.

3. REPRESENTATIONS AND WARRANTIES

     Grantor represents and warrants, as of the Effective Date, as follows:

     3.1 Due Organization and Authorization. Grantor and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Grantor’s business. Grantor represents and warrants to the Collateral Agent that (a) Grantor’s exact legal name is that indicated on the signature page hereof; (b) Grantor is a corporation organized in the State of Delaware.

     The execution, delivery and performance of this Agreement has been duly authorized, and does not conflict with Grantor’s organizational documents, nor does it constitute an event of default under any material agreement by which Grantor is bound.

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     3.2 Collateral. Grantor has good title to, and has rights in, each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens.

     The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Collateral Agent in writing by Grantor, none of the components of the Collateral shall be maintained at locations other than the address set forth in Section 9. In the event that Grantor, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Grantor will first receive the written consent of the Collateral Agent and such bailee must acknowledge in writing that the bailee is holding such Collateral, for the benefit of the Collateral Agent. Notwithstanding the foregoing, certificates for shares of subsidiaries included in the Collateral may be in the possession of SVB.

     All Inventory is in all material respects of good and marketable quality, free from material defects.

     Grantor and its subsidiaries own, or possess the right to use, all of Intellectual Property that is reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except for such Intellectual Property for which the failure to own or possess the right to use could not reasonably be expected to result in a material adverse effect on Grantor’s business. To the best of Grantor’s knowledge, none of such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of such Intellectual Property created or owned by Grantor violates the rights of any third party.

     3.3 Consents and Approvals. None of Grantor’s nor any of its subsidiaries’ properties or assets has been used by Grantor or any subsidiary or, to the best of Grantor’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Grantor and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

4. AFFIRMATIVE COVENANTS

     Grantor shall do all of the following:

     4.1 Government Compliance. Maintain its legal existence and good standing and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Grantor’s business or operations. Grantor shall comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Grantor’s business.

     4.2 Reports. Grantor shall provide the Collateral Agent with prompt written notice of (i) the registration of any Copyright, including any subsequent ownership right of Grantor in or to any Copyright, Patent or Trademark not previously disclosed to the Collateral Agent, or (ii) Grantor’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

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     4.3 Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), the Collateral Agent, or his agents, shall have the right to inspect the Collateral and the right to audit and copy Grantor’s Books. The foregoing inspections and audits shall be at the Collateral Agent’s expense.

     4.4 Maintenance of Perfected Security Interest; Further Documentation. Grantor shall maintain the security interest created by this Agreement as a perfected security interest that is prior to all other Liens on the Collateral except for Permitted Liens (provided that no representation is given as to the perfection of any security interest in deposit accounts or in Collateral in the possession of SVB). At any time and from time to time, upon the written request of the Collateral Agent, the Grantor shall promptly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent reasonably determines is necessary for the purpose of obtaining and preserving the full benefits of this Agreement.

     4.5 Deposit Accounts. Grantor shall at all times when the SVB Lien is in existence comply with Sections 6.8 and 7.6 of the SVB Agreement.

     4.6 Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Grantor’s industry and location.

     4.7 Protection and Registration of Intellectual Property Rights. Grantor shall: (a) protect, defend and maintain the validity and enforceability of the intellectual property owned by it that is material to its business; (b) promptly advise the Collateral Agent in writing of material infringements of such intellectual property; and (c) not allow any such intellectual property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. If Grantor (i) obtains ownership of any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark, then Grantor shall immediately provide written notice thereof to Collateral Agent. If Grantor decides to register any copyrights or mask works in the United States Copyright Office, Grantor shall: (x) provide the Collateral Agent with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement or such other documents and take such other actions as the Collateral Agent may reasonably request in its good faith business judgment to maintain the perfection and priority of the Collateral Agent’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Grantor shall promptly provide to the Collateral Agent a copy of the application(s) filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for the Collateral Agent to maintain the perfection and priority of its security interest in such copyrights or mask works. Grantor shall provide written notice to the

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Collateral Agent of any application filed by Grantor in the United States Patent and Trademark Office for a patent or to register a trademark or service mark within 30 days after any such filing.

     4.8 Further Assurances. Grantor shall execute any further instruments and take further action as the Collateral Agent reasonably requests to perfect or continue the Secured Parties’ Lien in the Collateral (subject to the rights of SVB) or to effect the purposes of this Agreement (provided that Grantor shall not be required to enter into any control agreements or similar agreements with respect to any deposit accounts or deliver possession of any Collateral in the possession of SVB).

5. NEGATIVE COVENANT

     5.1 Grantor shall not, without at least thirty (30) days prior written notice to the Collateral Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $150,000 in Grantor’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.

6. EVENTS OF DEFAULT

     An “Event of Default” shall mean, collectively, the meaning ascribed to it in the Notes and a default by the Grantor of its obligations under the Guarantee.

7. COLLATERAL AGENT’S RIGHTS AND REMEDIES

     7.1 Rights and Remedies. While an Event of Default occurs and continues the Secured Parties (acting through the Collateral Agent) may, without notice or demand, do any or all of the following:

               (a) declare all Obligations immediately due and payable;

               (b) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Grantor shall assemble the Collateral if the Collateral Agent requests and make it available as the Collateral Agent designates. The Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien (except for Permitted Liens) which appears to be prior or superior to its security interest and pay all expenses incurred. Grantor grants the Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of the Collateral Agent’s rights or remedies while an Event of Default occurs and continues.

               (c) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. The Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, while an Event of Default occurs and continues, Grantor’s labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale,

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and selling any Collateral and, in connection with the Collateral Agent’s exercise of its rights under this Section, Grantor’s rights under all licenses and all franchise agreements inure to the Collateral Agent’s benefit;

               (d) demand and receive possession of Grantor’s Books; and

               (e) exercise all rights and remedies available to the Collateral Agent under this Agreement or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

     7.2 Power of Attorney. Grantor hereby irrevocably appoints the Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) make, settle, and adjust all claims under Grantor’s insurance policies; (b) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (c) transfer the Collateral into the name of the Collateral Agent or a third party as the Code permits. Grantor hereby appoints the Collateral Agent as its lawful attorney-in-fact to sign Grantor’s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been paid in full. The Collateral Agent’s foregoing appointment as Grantor’s attorney in fact, and all of the Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully paid.

     7.3 Insurance Payments. If Grantor fails to obtain the insurance called for by Section 4.5 or fails to pay any premium thereon, the Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by the Collateral Agent are immediately due and payable, bearing interest at the then highest applicable rate, and secured by the Collateral. The Collateral Agent will make reasonable efforts to provide Grantor with notice of the Collateral Agent obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by the Collateral Agent are deemed an agreement to make similar payments in the future or the Collateral Agent’s waiver of any Event of Default.

     7.4 Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, the Collateral Agent may apply any funds in its possession, whether from Grantor payments, proceeds realized as the result of any sale, collection, or other disposition of the Collateral, or otherwise, to the Obligations in the following order:

               (a) First, to the payment of all costs and expenses of such sale, collection or other realization on the Collateral, including reasonable compensation to the Secured Party’s agents (including the Collateral Agent) and counsel, and all other expenses and liabilities made or incurred by the Secured Parties in connection therewith;

               (b) Second, to the Noteholders for application by them towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations and prepayment of the Obligations; provided that (i) the Grantor must repay and redeem the principal and interest of the Noteholders pro rata among all Noteholders in accordance with each Noteholder’s pro rata share of the aggregate outstanding principal or interest amount, as

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applicable, of the Notes; and (ii) the Grantor may not repay or redeem any principal on any Notes unless it first repays and redeems all interest on all Notes; and

               (c) Third, any balance remaining after the Obligations shall have been paid in full, shall be paid to such Persons legally entitled thereto; Grantor shall remain liable to the Collateral Agent and Noteholders for any deficiency.

     If the Collateral Agent, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, the Collateral Agent shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by the Collateral Agent of cash therefor.

     7.5 The Collateral Agent’s Liability for Collateral. So long as the Collateral Agent complies with reasonable practices regarding the safekeeping of the Collateral in the possession or under the control of the Collateral Agent, the Collateral Agent shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Grantor bears all risk of loss, damage or destruction of the Collateral.

     7.6 No Waiver; Remedies Cumulative. The Collateral Agent’s failure, at any time or times, to require strict performance by Grantor of any provision of this Agreement or the Notes shall not waive, affect, or diminish any right of the Collateral Agent or the Noteholders thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the Collateral Agent and then is only effective for the specific instance and purpose for which it is given. The Collateral Agent’s rights and remedies under this Agreement and the Notes are cumulative. The Collateral Agent has all rights and remedies provided under the Code, by law, or in equity. The Collateral Agent’s exercise of one right or remedy is not an election, and the Collateral Agent’s waiver of any Event of Default is not a continuing waiver. The Collateral Agent’s delay in exercising any remedy is not a waiver, election, or acquiescence.

8. COLLATERAL AGENT

     8.1 Appointment as Collateral Agent. Each of the Secured Parties, by signing below, hereby appoints Wang Xin as “Collateral Agent.” In his capacity as a Secured Party, the Collateral Agent shall have the same rights and powers under this Agreement and the Notes as any other Secured Party and may exercise the same as though it were not the Collateral Agent. The Collateral Agent shall receive no compensation but shall be entitled to indemnification as set forth herein. Each Secured Party hereby authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and perform such duties under this Agreement as are delegated to the Collateral Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The duties and obligations of the Collateral Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist for or against the Collateral Agent.

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     8.2 Representative as to Merger Agreement. Each Secured Party, as a Company Shareholder (as defined in the Merger Agreement), approves the designation of and designates Wang Xin as the representative and as the attorney-in-fact and agent for and on behalf of each Secured Party (the “Representative”) with respect to the amendment of the Merger Agreement and the taking by the Representative of any and all actions and the making of any decisions taken or to be taken by the Representative in respect of the amendment of the Merger Agreement, including the exercise of the power to (a) enter into the Amendment Agreement; (b) negotiate the terms and conditions of the Amendment Agreement, including, without limitation, the substitution of the Promissory Notes for the Earnout (each as defined in the Amendment Agreement) and the terms and conditions of the Promissory Notes (including, without limitation, dates of payment, priority and security); and (c) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Secured Parties will be bound by all actions taken and documents executed by the Representative in connection with this Section 8.2, and the Secured Parties will be entitled to rely on any action or decision of the Representative. In performing the functions specified in this Section 8.2, the Representative will not be liable to any Secured Party in the absence of gross negligence or willful misconduct on the part of the Representative. Each Secured Party will severally, and not jointly, on a pro rata basis based on such person’s Pro Rata Share (as defined in the Merger Agreement), indemnify and hold harmless the Representative from and against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Section 8.2 (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid directly by the Secured Parties to the Representative on a pro rata basis based on each such person’s Pro Rata Share, unless otherwise paid by the Grantor.

     8.3 Authority. Subject to, and in accordance with, the terms and conditions of this Agreement, the Collateral Agent is hereby authorized, on behalf of each of the Secured Parties, to:

          (a) exercise or refrain from exercising any rights, remedies or powers of the Secured Parties under applicable law or under this Agreement in respect of all or any portion of any Collateral;

          (b) sell, lease, surrender, realize upon or otherwise deal with, in any manner and in any order, all or any portion of any Collateral;

               (c) make any demands or give and receive any notices in connection with this Agreement;

          (d) distribute payments to the Secured Parties of amounts paid to the Collateral Agent by Grantor or received by it in connection with the Collateral or the sale or disposition of Collateral;

          (e) receive and hold on behalf of the Secured Parties any instruments or other possessory Collateral;

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          (f) engage, replace, instruct and remunerate on behalf of, and at the expense of, the Secured Parties, consultants, experts, counsel and other Persons to be engaged by the Collateral Agent or the Secured Parties, including legal counsel for the Collateral Agent or the Secured Parties; and

               (g) enter into any intercreditor agreement or subordination agreement subordinating the rights of the Secured Parties in the Collateral to the SVB Lien (and any other lien of any lender to the Grantor), and subordinating the Notes to the obligations of the Grantor to SVB (and any other lender to the Grantor), in such form and on such terms as the Collateral Agent may determine in his discretion.

Each of the Secured Parties hereby irrevocably appoints the Collateral Agent as its lawful attorney-in-fact, to take each and any of the actions set forth above on behalf of, and in the name of, such Secured Party.

As to the exercise of any of its powers and discharge of any of its duties, the Collateral Agent shall be entitled (but shall not be required) to obtain instructions of the Secured Parties and shall be fully protected in acting or refraining from acting upon such instructions, and such instructions shall be final and binding upon all Secured Parties.

     8.4 Ratable Benefit. The Collateral Agent shall hold the Collateral for the ratable benefit of the Secured Parties (in proportion to the principal amount of Notes held by each Secured Party). Distributions with regard to the Collateral (including any Proceeds) shall be made and applied to the Obligations as provided in Section 7.4 and this Section 8.3.

     8.5 Level of Care; Exculpation; Reliance. The Collateral Agent shall not be responsible to any Secured Party for any action taken or omitted to be taken by him hereunder except in the case of gross negligence or willful misconduct on his part. The Collateral Agent may rely upon any notice, consent, certificate, statement or other writing the Collateral Agent believes to be genuine and signed or sent by the proper party. Except as set forth in Section 7.5, and the accounting for any monies and other proceeds of the Collateral actually received by the Collateral Agent in such capacity, the Collateral Agent shall have no duty or liability to exercise or preserve any rights, privileges and powers pertaining to the Collateral.

     8.6 Indemnity; Contribution.

               (a) The Secured Parties hereby agree severally in proportion to the principal amount of Notes held by each Secured Party to indemnify the Collateral Agent, and any affiliates, agents, counsel and other advisors (collectively, the “Related Persons”) of the Collateral Agent against, and to hold each of them harmless from, all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, proceedings, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to the Collateral Agent (collectively, the “Liabilities”), which may be incurred by or asserted against the Collateral Agent or any Related Person, in any way relating to or arising out of this Agreement or any action taken or not taken by the Collateral Agent or a Related Person in connection with the Collateral or this Agreement, unless such Liabilities are caused by the gross negligence or willful misconduct of the Collateral Agent or such Related Person.

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               (b) If any Secured Party pays any amount in satisfaction of any claim for indemnification for Liabilities of the Collateral Agent or any of the Related Persons under this Section 8.5 or pays or advances any expenses to the Collateral Agent hereunder, then in each such case the remaining Secured Parties shall effect contribution to each Secured Party to the extent necessary so that each Secured Party has paid, but pays no more than, its Pro Rata Share of all payments made with regard to Liabilities to the Collateral Agent or the Related Persons under this Section 8.5.

     8.7 Resignation; Successor. The Collateral Agent may resign at any time by giving ten (10) Business Days’ advance written notice of such resignation to each of the Secured Parties and Grantor. Upon receipt of such notice of resignation, the Secured Parties shall have the right to appoint a successor Collateral Agent either from among the Secured Parties or, if no Secured Party agrees to act as Collateral Agent, such person or entity as may be approved in writing by each of the Secured Parties, and the Secured Parties shall use their diligent efforts promptly to appoint a successor Collateral Agent. The resigning Collateral Agent and Grantor shall promptly execute all documents reasonably requested by the Secured Parties or the successor Collateral Agent to convey all rights and interests of the resigning Collateral Agent (in such capacity) under this Agreement to any successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Secured Parties, and accepted such appointment, prior to the effective date of the resigning Collateral Agent’s resignation, then the Secured Parties shall continue to act in concert hereunder, and to cause any function of the Collateral Agent to instead be performed hereunder by the Secured Parties acting jointly. Upon the acceptance by a successor Collateral Agent of its appointment as Collateral Agent hereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the resigning Collateral Agent (but with none of the resigning Collateral Agent’s Liabilities previously incurred under this Agreement), and the resigning Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Financing Documents. Notwithstanding the resignation of a Collateral Agent hereunder, the provisions of Section 8.5 shall inure to its benefit with respect to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

9. NOTICES

     All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”), by any party to this Agreement must be in writing and be delivered or sent by facsimile at the addresses or facsimile numbers listed below. The Collateral Agent or Grantor may change its notice address by giving the other party written notice thereof. Each such Communication shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission (with such facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 9); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated below.

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     The Collateral Agent or Grantor may change its address, facsimile number, or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 9.

If to Grantor:	Glu Mobile Inc. 2207 Bridgepointe Parkway, Suite 300 San Mateo, CA 94404 (650) 571-1550 Attn: Eric Ludwig, VP Finance Fax: (650) 571-5698 Email: eric.ludwig@glumobile.com
If to Collateral Agent or any Secured party:
	c/o Wang Xin Unit 1603, 16th Floor, Tower 2 China Central Place Office Building No. 79 Jianguo Road, Chao Yang District Beijing 100025, China Email: wang.xin@mintelligent.com

10. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

     New York law governs this Agreement without regard to principles of conflicts of law. Grantor, the Secured Parties and the Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in the City of New York, New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude the Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Collateral Agent. Grantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Grantor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Grantor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Grantor at the address set forth in Section 9 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Grantor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

THE GRANTOR, THE SECURED PARTIES AND THE COLLATERAL AGENT EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

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11. GENERAL PROVISIONS

     11.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.

     11.2 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

     11.3 Amendments in Writing; Integration. All amendments to this Agreement must be in writing signed by both the Collateral Agent and Grantor. This Agreement and the Notes represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Notes merge into this Agreement and the Notes.

     11.4 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement.

     11.5 Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied.

     11.6 Confidentiality. In handling any confidential information, the Collateral Agent shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made as required by law, regulation, subpoena, or other order. Confidential information does not include information that either: (i) is in the public domain, or becomes part of the public domain after disclosure to the Collateral Agent; or (ii) is disclosed to the Collateral Agent by a third party, if the Collateral Agent does not know that the third party is prohibited from disclosing the information.

     11.7 Collateral Agent Payments and Expenses. Except as otherwise expressly set forth in this Agreement, the Collateral Agent shall not be entitled to any payment or compensation for acting as collateral agent or reimbursement of any expenses incurred in such capacity.

12. DEFINITIONS

     12.1 Definitions. As used in this Agreement, the following terms have the following meanings:

     “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Grantor.

     “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person,

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and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

     “Agreement” is defined in the preamble hereof.

     “Amendment Agreement” means that certain First Amendment to the Agreement and Plan of Merger dated November 28, 2007, dated December 29, 2008, by and among the Grantor, the Collateral Agent and certain other parties thereto.

     “Business Day” is any day, other than any Saturday or Sunday, on which commercial banks in San Francisco, California are open for the transaction of normal business.

     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

     “Collateral” is any and all properties, rights and assets of Grantor described on Exhibit B.

     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

     “Collateral Agent” is defined in the preamble hereof.

     “Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

     “Copyright” means any of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Grantor) by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) any copyright, whether registered or unregistered, held pursuant to the laws of the United States or of any other country or foreign jurisdiction, (b) registration, application or recording in the United States Copyright Office or in any similar office or agency of the United States or any other country or foreign jurisdiction, (c) any continuation, renewal or extension thereof, and (d) any registration to be issued in any pending application, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Grantor) or acquired by Grantor, in whole or in part.

     “Communication” is defined in Section 9.

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     “Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

     “Dollars,” “dollars” and “$” each mean lawful money of the United States.

     “Effective Date” is defined in the preamble hereof.

     “Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

     “ERISA” is the Employment Retirement Income Security Act of 1974, and its regulations.

     “Event of Default” is defined in Section 6.

     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind, and rights to sue for infringement or misappropriation of any of the foregoing.

     “Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

     “Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

     “Grantor” is defined in the preamble hereof.

     “Grantor’s Books” are all Grantor’s books and records including ledgers, federal and state tax returns, records regarding Grantor’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment.

     “Guarantee” means the Guarantee by the Grantor of the obligations of Beijing Zhangzhong MIG Information Technology Co., Ltd. (“MIG”) pursuant to the Secured

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Promissory Notes issued to the Secured Parties by MIG on the Effective Date in an aggregate principal amount of $5,000,000.

     “Intellectual Property” means any intellectual property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, and shall include, in any event, any Copyright, Trademark, Patent, trade secret, customer list, Internet domain name (including any right related to the registration thereof), proprietary or confidential information, mask work, source, object or other programming code, invention (whether or not patented or patentable), technical information, procedure, design, knowledge, know-how, software, data base, data, skill, expertise, recipe, experience, process, model, drawing, material or record, all claims for damages by way of past, present and future infringement of any of the rights included above and all licenses or other rights to use any property or rights of a type described above.

     “Lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

     “Maturity Date” means the date of payment in full of the Obligations, currently scheduled for December 31, 2010.

     “Merger Agreement” means the Agreement and Plan of Merger, dated November 28, 2007, as amended by the First Amendment to the Agreement and Plan of Merger, dated December 29, 2008, by and among the Grantor, Awaken (Beijing) Communications Technology Co. Ltd., Beijing Zhangzhong MIG Information Technology Co. Ltd., Beijing Qinwang Technology Co. Ltd., and the Collateral Agent (as the same may be amended, supplemented or otherwise modified from time to time as permitted thereunder)

     “Notes” means the Secured Promissory Notes issued to the Secured Parties by the Company on the Effective Date in an aggregate principal amount of $20,000,000 pursuant to the Amendment Agreement.

     “Noteholders” means holders of then outstanding Notes.

     “Obligations” are Grantor’s obligation to pay when due any principal, interest or other amounts due under the Notes and the Guarantee.

     “Patent” means any of the following now hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest: (a) letters patent and right corresponding thereto, of the United States or any other country or other foreign jurisdiction, any registration and recording thereof, and any application for letters patent, and rights corresponding thereto, of the United States or any other country or other foreign jurisdiction, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or other foreign jurisdiction; (b) any reissue, continuation, continuation-in-part or extension thereof; (c) any petty patent, divisional, and patent of addition; and (d) any patent to issue in any such application.

     “Permitted Liens” are:

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     (a) Liens existing on the Effective Date listed on Schedule 1 or arising under this Agreement, the Amendment Agreement, the Bin Agreement or the Xin Agreement;

     (b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Grantor maintains adequate reserves on its Books;

     (c) purchase money Liens (i) on Equipment acquired or held by Grantor incurred for financing the acquisition of the Equipment securing no more than $250,000 in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

     (d) statutory Liens securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other Persons imposed without action of such parties;

     (e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

     (f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

     (g) leases or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or intellectual property) granted in the ordinary course of Grantor’s business, if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent a security interest;

     (h) non-exclusive license of intellectual property granted to third parties in the ordinary course of business and licenses of intellectual property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;

     (i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;

     (j) Liens in favor of other financial institutions arising in connection with Grantor’s deposit and/or securities accounts held at such institutions, provided that Collateral Agent has a perfected security interest in the amounts held in such deposit and/or securities accounts;

     (k) deposits with landlords to secure real property lease obligations;

     (l) the SVB Lien;

     (m) any Lien securing any Permitted Refinancing Debt; and

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     (m) other Liens not described above arising in the ordinary course of business and not having or not reasonably likely to have a material adverse effect on Grantor and not having any priority over the Lien in favor of Collateral Agent.

     “Permitted Refinancing Debt” means any indebtedness refinancing or replacing the indebtedness (and/or commitments to lend) pursuant to the SVB Agreement, provided that any such refinancing or replacement (i) does not increase the principal amount of indebtedness that may be outstanding thereunder to an amount that exceeds $10,000,000, (ii) does not accelerate the dates on which payments of principal or interest are due, and (iii) does not change any redemption or prepayment provisions.

     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

     “Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made

     “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Grantor.

     “Secured Parties” means Wang Bin, an individual, Wang Xin, an individual, and the Noteholders (all of whom are former shareholders of Awaken Limited, a limited company organized under the laws of the British Virgin Islands).

     “Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

     “Successor Lien” means any security interest (in the assets of the Grantor and its Subsidiaries) granted to any lender to the Company after the date hereof (and any assignee or successor thereof).

     “SVB” means Silicon Valley Bank (and any assignee or successor thereof).

     “SVB Agreement” means the Amended and Restated Loan and Security Agreement, dated February 14, 2007, between the Grantor and SVB, as from time to time amended or restated.

     “SVB Lien” means the security interest (in the assets of the Grantor and its Subsidiaries) granted to SVB under the SVB Agreement, and any security interest granted to Silicon Valley Bank under any security agreement, or loan and security agreement, entered into after the date hereof by Grantor and Silicon Valley Bank.

     “Trademark” means any of the following now or hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest: (a) any trademark, trade name, corporate name, business name, trade style, service mark, logo, other source or business identifier, print or label on which any of the foregoing have appeared or appear, design or other general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including registration, recording and application in the United States Patent and

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Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or other foreign jurisdiction and (b) any reissue, extension or renewal of any of the foregoing.

[Signature page follows.]

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     IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

GLU MOBILE INC.:
By:	/s/ L. Gregory Ballard
Name:	L. Gregory Ballard
Title:	CEO
Address:
MOBILE INTERNET (ASIA) LTD.:		ACE LEVEL LIMITED:
By:	/s/ Mark Atkeson	By:	/s/ Wang Ying Ying
Name:	Mark Atkeson	Name:	Wang Ying Ying
Title:	Director	Title:	Director
WANG BIN:		IDG TECHNOLOGY VENTURE INVESTMENT III, L.P.:
By:	/s/ Wang Bin	By:	/s/ Chising Ho
		Name:	Chising Ho
		Title:	Authorized Signatory
VERBIER INTERNATIONAL INC.:		CAPITAL PARTNERS LIMITED:
By:	/s/ Yung Lap Hang	By:	/s/ Yvonne Grerig
Name:	Yung Lap Hang	Name:	Yvonne Grerig
Title:	Sole Owner	Title:	Director

[Signature Page to Glu Mobile Inc. Security Agreement]

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WOODSIDE INVESTMENTS, L.P.:		DURABLE HOLDINGS LIMITED:
By:	/s/ Frank C. Revitt	By:	/s/ T.D.P. Kirkwood
Name:	Frank C. Revitt	Name:	T.D.P. Kirkwood
Title:	Managing Director	Title:	Director
Address:		Address:
MOBILE HOLDINGS LIMITED:		CHRIS BODEN:
By:	/s/ Mark Atkeson	By:	/s/ Chris Boden
Name:	Mark Atkeson
Title:	Director
RUSSEL LEWIS:		THE GLANCY FAMILY TRUST:
By:	/s/ Russell Lewis	By:	/s/ John E. Glancy
		Name:	John E. Glancy
		Title:	Trustee
KENDRYK ENTERPRISES LP:		MICHAEL RICKS:
By:	/s/ Frank C. Revitt	By:	/s/ Michael Ricks
Name:	Frank C. Revitt
Title:	Managing Director

[Signature Page to Glu Mobile Inc. Security Agreement]

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WANG XIN, in his personal capacity and in his capacity as Collateral Agent
By:	/s/ Wang Xin

[Signature Page to Glu Mobile Inc. Security Agreement]

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Exhibit A

SCHEDULE OF SECURED PARTIES

	Principal
Name of Secured Party	Amount
Mobile Internet (Asia) Ltd.	$	5,151,614.84
Ace Level Limited	$	3,965,042.04
Wang Bin	$	3,878,514.34
IDG Technology Venture Investment III, L.P.	$	3,045,668.31
Verbier International Inc.	$	1,787,722.27
Capital Partners Limited	$	1,079,978.04
Woodside Investments, L.P.	$	320,733.85
Durable Holdings Limited	$	247,287.05
Mobile Holdings Limited	$	224,390.64
Chris Boden	$	150,139.60
Russell Lewis	$	57,274.94
The Glancy Family Trust	$	57,274.94
Kendryk Enterprises LP	$	22,906.10
Michael Ricks	$	11,453.05
Wang Bin (pursuant to the Bin Agreement)	$	2,500,000
Wang Xin (pursuant to the Xin Agreement)	$	2,500,000
TOTALS:	$	20,000,000

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EXHIBIT B

     The Collateral consists of all of Grantor’s right, title and interest in and to the following personal property:

     (a) all goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

     (b) all Grantor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

     Notwithstanding the foregoing, the “Collateral” does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Grantor of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter.

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Schedule 1

Existing Liens

Name of Holder of
Lien/Encumbrance	Description of Property Encumbered
U.S. Bancorp	Two copiers

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EX-10.05

Exhibit 10.05

GUARANTY

     This Guaranty is made and given as of December 29, 2008 by Glu Mobile Inc. (“Glu” or the “Guarantor”), a Delaware corporation, in favor of Wang Bin and Wang Xin.

R E C I T A L S

     A. WHEREAS, Glu, Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands (“Sub”), Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, Awaken (Beijing) Communications Technology CO. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC, Beijing Zhangzhong MIG Information Technology Co., Ltd., a domestic limited liability company organized under the laws of the PRC (“MIG”), Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC, each of Wang Bin, Wang Xin and You Yanli, and the Representative are parties to an Agreement and Plan of Merger dated November 28, 2007 (the “Merger Agreement”) pursuant to which Sub was merged with and into the Company (the “Merger”), with the Awaken Limited being the surviving entity of the Merger, subject to the terms and conditions of the Merger Agreement.

     B WHEREAS, in connection with the Merger, each of Wang Bin and Wang Xin entered into employment agreements with MIG (the “Employment Agreements”).

     C. WHEREAS, the parties to the Merger have agreed to amend certain provisions of the Employment Agreements with respect to the payment of certain bonuses and in connection with such amendment MIG shall issue notes with an aggregate principal amount of $5,000,000 (the “Notes”), to Wang Bin and Wang Xin (the “Noteholders”).

     D. WHEREAS, Guarantor desires to induce the Noteholders to amend the Merger Agreement by providing the Noteholders with this Guaranty.

     NOW THEREFORE, as a material inducement to Noteholders to amend the Merger Agreement and for other good and valuable consideration, Guarantor hereby agrees with Noteholders as follows:

          1. Guaranty. As a material inducement and consideration for Noteholders to amend the Merger Agreement and subject to the provisions of Section 3 hereof, Guarantor hereby guarantees, as a primary obligor and not merely as a surety, and promises to pay Noteholders, or order, on demand, in lawful money of the United States of America, any and all Indebtedness (as hereinafter defined) of MIG to Noteholders when such Indebtedness is due, if (and to the extent that) such Indebtedness is not paid when and as due by MIG. The liability of Guarantor under this Guaranty is exclusive and independent of any security for or other guarantee of the Indebtedness of MIG, whether executed by Guarantor or any other party, and the liability of Guarantor under this Guaranty shall not be affected or impaired by (a) any other continuing or other guaranty, or undertaking or liability of Guarantor or of any other party as to any Indebtedness of MIG; (b) any payment on or in reduction of any other guaranty or undertaking; (c) any dissolution or liquidation of Guarantor; or (d) any payment made on the Indebtedness which Noteholders repays to MIG pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium, or other debtor relief proceeding, and Guarantor

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hereby waives any right to the deferral or modification of Guarantor’s obligations hereunder by virtue of any such proceeding.

          2. Indebtedness Defined. The word “Indebtedness” as used herein means any and all debts, obligations, or liabilities of MIG to Noteholders under the Notes (including but not limited to principal and accrued interest) whether or not recovery of such Indebtedness may now be or may hereafter become barred by any statute of limitations, or whether such Indebtedness may now be or may hereafter otherwise become unenforceable against, or uncollectible from, MIG for any reason, including but not limited to MIG’s bankruptcy or insolvency.

          3. Security. Concurrently herewith, the Guarantor, each of the parties listed on the Schedule of Secured Parties attached to the Security Agreement (defined below) and Wang Xin, as Collateral Agent for the benefit of the Secured Parties are entering into a Security Agreement dated of even date herewith (the “Security Agreement”) under which Guarantor is granting Noteholders a security interest in and to the Collateral (as such term is defined in the Security Agreement) to secure Guarantor’s performance of this Guaranty.

          4. Separate and Independent Obligations; Certain Waivers. The obligations of Guarantor under this Guaranty are separate and independent of the obligations of MIG under the Notes and a separate action or actions may be brought and prosecuted against Guarantor, whether or not any action is brought against MIG or whether MIG be joined in any such action or actions; and Guarantor hereby waives the benefit of any statute of limitations affecting its liability under this Guaranty or under the Security Agreement or the enforcement of this Guaranty, to the maximum extent permitted by law. Any partial payment by MIG or other circumstances which operate to toll any statute of limitations as to MIG will operate to toll the statute of limitations as to Guarantor.

          5. Authorization. Guarantor authorizes Noteholders, without notice or demand or any further or additional consent of Guarantor, and without affecting Guarantor’s liability hereunder, to at any time and/or from time to time renew, extend, accelerate or otherwise change the time for payment of, or otherwise change or modify the terms of, any Indebtedness or any part thereof, and Guarantor agrees that no such renewal, extension, acceleration, or other change shall relieve Guarantor of any of Guarantor’s obligations or liabilities hereunder.

          6. Waivers of Guarantor. Guarantor expressly waives any right to require Noteholders to: (a) proceed against MIG, or to proceed against MIG prior to proceeding against Guarantor under this Guaranty or otherwise; (b) proceed against any other party or guarantor; (c) protect, preserve or perfect any of Noteholders’ rights in or to, or to proceed against, or exercise any rights or remedies of a secured creditor with respect to, or to exhaust, any collateral, security, mortgage, deed of trust, security interest or lien held by Noteholders in any assets or properties of MIG; or (c) pursue any other right or remedy in Noteholders’ power whatsoever with respect to the Notes. Noteholders may, at its election, exercise or refrain from exercising any right or remedy it may have against MIG, without thereby affecting or impairing in any way Guarantor’s liability hereunder, except to the extent that MIG has reduced the amount of the Indebtedness. In addition, Guarantor hereby also waives: (a) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of such Guarantor against MIG or any such security; (b) any defense arising by reason of

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any disability or other defense of MIG or by reason of the cessation from any cause whatsoever of the liability of MIG to Noteholders; and (c) all presentments, demands for performance, notices of nonperformance, protests, notice of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation or incurring of new or additional Indebtedness.

          7. Guarantor’s Understanding. Guarantor warrants and agrees that each of the authorizations and waivers set forth in Sections 5 and 6 above are made with Guarantor’s full knowledge and understanding of their significance and consequences, and that under the circumstances, such authorizations and waivers are reasonable and not contrary to public -policy or law. If any of said authorizations or waivers are determined to be contrary to any applicable law or public policy, such authorizations and waivers will nevertheless be effective to the fullest extent permitted by law or public policy.

          8. Subrogation. Until all Indebtedness shall have been paid in full, Guarantor will have no right of subrogation to any right of Noteholders against MIG, and Guarantor waives any right to enforce any remedy which Noteholders now has or may hereafter have against MIG, and waives any benefit of, and any right to participate in, any security now or hereinafter held by Noteholders.

          9. Information. Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of MIG and of all other circumstances bearing upon the risk of nonpayment of the Indebtedness and agrees that Noteholders will have no duty to advise Guarantor of any information regarding such condition or any such circumstances.

          10. Jurisdiction; Venue. Guarantor, by its execution of this Guaranty, hereby irrevocably submits to the in personam jurisdiction of the state courts of the State of New York and of the United States District Court that is located in New York, New York, for the purpose of any suit, action or other proceeding arising out of or based upon this Guaranty or the Security Agreement.

          11. Amendment; Waiver. No amendment or modification of this Guaranty may be made unless it is set forth in writing and signed by both Guarantor and the Noteholders. No waiver of any right of Noteholders under this Guaranty will be effective unless expressly set forth in a writing signed by Noteholders. No course of dealing between the parties will operate as a waiver of Noteholders’ rights under this Guaranty. A waiver by Noteholders on any one occasion will not be construed as a bar to or waiver by Noteholders of any right or remedy on any future occasion.

          12. Successors and Assigns. The provisions of this Guaranty will inure to the benefit of, and be binding on, each party’s respective heirs, successors and assigns; except that Guarantor may not assign or delegate any of its rights or obligations under this Guaranty without Noteholders’ prior written consent.

          13. Severability. The invalidity or unenforceability of any term or provision of this Guaranty will not affect the validity or enforceability of any other term or provision hereof. The headings in this Guaranty are for convenience of reference only and will not alter or otherwise affect the meaning of this Guaranty.

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          14. Execution in Counterparts. This Guaranty may be executed in any number of counterparts, which together will constitute one instrument.

          15. Governing Law. This Guaranty will be governed by and construed in accordance with the internal laws of the State of New York as applied to agreements between residents thereof to be performed entirely within such State, without reference to that body of law relating to conflict of laws or choice of law.

          16. Entire Agreement. This Guaranty and the aforementioned Security Agreement will constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior understandings or agreements regarding such subject matter.

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     IN WITNESS WHEREOF, the undersigned Guarantor has executed and delivered this Guaranty effective as of the date first above written.

Accepted by:
WANG BIN	GUARANTOR
By: /S/ Wang Bin	By: /S/ L. Gregory Ballard
	Name: L. Gregory Ballard
	Title: Chief Executive Officer
WANG XIN
By: /S/ Wang Bin

EX-10.06

Exhibit 10.06

AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

     THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and each of Glu Mobile Inc., a Delaware corporation (“Glu Mobile”), Glu Games Inc., a Delaware corporation (“Glu Games”), and Superscape inc., a Delaware corporation (“Superscape”, together with Glu Mobile and Glu Games, each a “Borrower” and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

WHEREAS, Bank and Borrower have entered into that certain Loan and Security Agreement dated as of February 14, 2007 (as amended to date, the “Original Agreement”) pursuant to which the Bank has agreed to extend and make available to Borrower certain advances of money;

WHEREAS, the parties hereto desire to amend, restate and modify, but not extinguish, the Original Agreement in its entirety as hereinafter set forth;

NOW THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Original Agreement as follows:

     1 ACCOUNTING AND OTHER TERMS

     Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

     2 LOAN AND TERMS OF PAYMENT

     2.1 Promise to Pay. Each Borrower hereby, jointly and severally, unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

     2.1.1 Revolving Advances.

          (a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

          (b) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

     2.1.2 Letters of Credit Sublimit.

          (a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for Borrower’s account. Such aggregate amounts utilized hereunder shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed Five Million Dollars ($5,000,000). The aggregate amount available to be used for the issuance of Letters of Credit may not exceed (i)  the lesser of (A) the Revolving Line or (B) the Borrowing Base, minus (ii) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services and the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) and minus (iii) the FX Reserve. If, on the Revolving Line Maturity Date, there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by

Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

          (b) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

          (c) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

          (d) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

     2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line, Borrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract in a maximum aggregate amount equal to $500,000 (the “FX Reserve”). The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the amount of the FX Reserve. The amount otherwise available for Credit Extensions under the Revolving Line shall be reduced by an amount equal to ten percent (10%) of each outstanding FX Forward Contract (the “FX Reduction Amount”).  Any amounts needed to fully reimburse Bank will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

     2.1.4 Cash Management Services Sublimit. Borrower may use up to Five Million Dollars ($5,000,000) of the Revolving Line for Bank’s cash management services which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

     2.2 Overadvances If, at any time, the sum of (a) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services), plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reduction Amount exceeds the lesser of either the Revolving Line or the Borrowing Base (such sum being an “Overadvance”), Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

     2.3 Payment of Interest on the Credit Extensions.

          (a) Interest Rate; Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at the greater of (a) the Prime Rate, floating, plus one percent (1%), or (b) five percent (5%), which interest shall be payable monthly.

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          (b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points above the rate that is otherwise applicable thereto (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

          (c) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

          (d) 360-Day Year. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

          (e) Debit of Accounts. Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

          (f) Payment; Interest Computation; Float Charge. Interest is payable monthly on the last calendar day of each month. In computing interest on the Obligations, all Payments received after 12:00 p.m. Pacific time on any day shall be deemed received on the next Business Day. Bank shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge Borrower’s Designated Deposit Account for the amount of any item of payment which is returned to Bank unpaid.

     2.4 Fees. Borrower shall pay to Bank:

          (a) Commitment Fee. A fully earned, non-refundable commitment fee of $55,000 (or 0.6875% of the Commitment) per annum, payable on the Effective Date and again on the first anniversary thereof, which fee is fully earned and non-refundable in its entirety on the Effective Date;

          (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit , including, without limitation, a Letter of Credit Fee of one percentage point (1.00%) per annum of the face amount of each Letter of Credit issued, upon the issuance, each anniversary of the issuance, and the renewal of such Letter of Credit by Bank;

          (c) Termination Fee. Subject to the terms of Section 12.1, a termination fee;

          (d) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears, on a calendar year basis, in an amount equal to 0.35% per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for the purposes of this calculation, shall include amounts reserved under the Cash Management Services Sublimit for products provided and under the Foreign Exchange Sublimit for FX Forward Contracts. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement, or suspension or termination of Bank’s obligation to make loans and advances hereunder; and

          (f) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

     3 CONDITIONS OF LOANS

     3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

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          (a) duly executed original signatures to (i) this Agreement executed by Bank and Borrower, (ii) the Pledge Agreement, and (iii) the other fully executed Loan Documents to which it is a party;

          (b) the certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof;

          (c) duly executed original signatures to the Control Agreements;

          (d) its Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;

          (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

          (f) evidence satisfactory to Bank that Glu Mobile has entered into definitive agreements and all relevant documentation for the restructuring of the remaining payments owed by Glu Mobile to each of Wang Xin, an individual, Wang Bin, an individual, and the former shareholders of Awaken Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (together, the “MIG Shareholders”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated November 28, 2007 among Borrower, Maverick Acquisition Corp., a business company incorporated under the laws of the British Virgin Islands, Awaken Limited, Awaken (Beijing) Communications Technology Co. Ltd., a wholly foreign-owned enterprise organized under the laws of the PRC, Beijing Zhangzhong MIG Information Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC, Beijing Qinwang Technology Co. Ltd., a domestic limited liability company organized under the laws of the PRC, each of Wang Bin, Wang Xin and You Yanli, and Wang Xin, as the representative of (and on behalf of each of) the MIG Shareholders.

          (g) the Subordination Agreement duly executed by or on behalf of the MIG Shareholders in favor of Bank;

          (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released;

          (i) each document (including Uniform Commercial Code financing statement) required by the Pledge Agreement, the Guaranty and Pledge Agreement, or under law or reasonably requested by Bank to be filed, registered or recorded in order to create in favor of Bank, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior to and superior in right to any other Person (other than with respect to Permitted Liens) shall be in the proper form for filing, registration or recordation;

          (j) the Perfection Certificate(s) executed by Borrower;

          (k) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank;

          (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion;

          (m) all documentation and other information required by governmental authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act;

          (n) annual consolidating financial projections for each of fiscal years 2009 and 2010, satisfactory to Bank, together with any related business forecasts used in the preparation thereof; and

          (o) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

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     3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following:

          (a) except as otherwise provided in Section 3.4, timely receipt of an executed Transaction Report, executed by a Responsible Officer;

          (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

          (c) in Bank’s sole discretion, there has not been a Material Adverse Change.

     3.3 Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in Bank’s sole discretion.

     3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (other than Advances under Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with such notification, Borrower must promptly deliver to Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his or her designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.

     4 CREATION OF SECURITY INTEREST

     4.1 Grant of Security Interest.

          (a) Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

          (b) If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of such Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

     4.2 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person,

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shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

     5 REPRESENTATIONS AND WARRANTIES

          Borrower represents and warrants as follows:

     5.1 Due Organization, Authorization; Power and Authority.

          (a) Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete as of the Effective Date (it being understood and agreed that Borrower shall from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and that any updated information in the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete as of the date provided). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.

          (b) The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

     5.2 Collateral.

          (a) Except as otherwise provided in the Perfection Certificate, Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.

          (b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion.

          (c) All Inventory is in all material respects of good and marketable quality, free from material defects.

          (d) Borrower and its Subsidiaries own, or possess the right to use, all of Intellectual Property that is reasonably necessary for the operation of their respective businesses, without conflict with the rights of any

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other Person, except for such Intellectual Property for which the failure to own or possess the right to use could not reasonably be expected to result in a Material Adverse Change. To the best of Borrower’s knowledge, none of such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of such Intellectual Property created or owned by Borrower violates the rights of any third party.

     5.3 Accounts Receivable.

          (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

          (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

     5.4 Litigation. As of the date hereof, except as described in the Perfection Certificate, there are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Five Hundred Thousand Dollars ($500,000).

     5.5 No Material Deviation in Financial Statements. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

     5.6 Solvency. Borrower is able to pay its debts (including trade debts) as they mature.

     5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted.

     5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

     5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result

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in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

     5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

     5.11 Designation of Indebtedness under this Agreement as Senior Indebtedness. All principal of, interest (including all interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding), and all fees, costs, expenses and other amounts accrued or due under this Agreement shall constitute ‘Designated Senior Indebtedness’ (if applicable) under the terms of any indenture to which it is a party relating to any Subordinated Debt.

     5.12 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

     6 AFFIRMATIVE COVENANTS

     Borrower shall do all of the following:

     6.1 Government Compliance. Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

     6.2 Financial Statements, Reports, Certificates.

          (a) Borrower shall provide Bank with the following:

          (i) within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings, aged by invoice date, transaction reports and general ledger, and (D) Transaction Report, signed by a Responsible Officer or his or her designee, and a Deferred Revenue report;

          (ii) as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited consolidating financial statements together with a Compliance Certificate;

          (iii) (A) as soon as available, within five (5) days after filing, but in no event later than 50 days after the end of each fiscal quarter and 95 days after each fiscal year end (subject to any extensions pursuant to Rule 12b-25), all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (B) a Compliance Certificate together with delivery of the 10-K and 10-Q reports; (C) within forty-five (45) days after the end of each fiscal year, annual projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (D) prompt report of any legal action pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $200,000 or more; and (E) budgets, sales projections, operating plans or other financial information, in each case as Bank reasonably requests;

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          (iv) Allow Bank to audit Borrower’s Collateral at Borrower’s expense, such audits to be conducted prior to the Initial Advance and no more than two times per year thereafter or as conditions may warrant;

          (v) a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; and

          (vi) Prompt written notice of (x) the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright) Patent or Trademark not previously disclosed to the Bank, or (y) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

          (b) During any period in which amounts are outstanding under the Revolving Line, Borrower shall provide Bank weekly and with each Advance request, a transaction report with respect to sales, credit memoranda and other adjustments to the value of Accounts, on Bank’s standard form

     6.3 Accounts Receivable.

          (a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary endorsements, and copies of all credit memos.

          (b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts if such disputes or claims are in excess of Fifty Thousand Dollars ($50,000). Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the Availability Amount.

          (c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until a Default or an Event of Default has occurred and is continuing. During any period in which amounts are outstanding under the Revolving Line, Borrower shall establish a lockbox account, or such other “blocked account” as Bank may specify, pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment, into which all proceeds of Accounts shall be deposited by Borrower. All payments and proceeds received by Bank shall be applied on a daily basis to the Obligations pursuant to the terms of Section 9.4 hereof. Whether or not an Event of Default has occurred and is continuing, if and to the extent that a lockbox is required under this Section 6.3(c), Borrower shall hold all payments on, and proceeds of, Accounts in trust for Bank and Borrower shall immediately deliver all such payments and proceeds to Bank in their original form, duly endorsed.

          (d) Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

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          (e) Verification. Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose.

          (f) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

     6.4 Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations pursuant to the terms of Section 9.4 hereof; provided that, if no Default or Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of unneeded, worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $50,000 or less (for all such transactions in any fiscal year). Except for the proceeds identified in the immediately preceding sentence, Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

     6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.10 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

     6.6 Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

     6.7 Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as an additional loss payee and waive subrogation against Bank, and all liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer must give Bank at least twenty (20) days notice before canceling or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent.

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     6.8 Operating Accounts.

          (a) Maintain (except with regard to Superscape, who by February 22, 2009 shall maintain) its primary domestic operating accounts and a securities account with Bank and Bank’s Affiliates.

          (b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

     6.9 Financial Covenants.

          Borrower shall maintain at all times, to be tested as of the last day of each month, unless otherwise noted, on a consolidated basis with respect to Borrower and its Subsidiaries:

          (a) EBITDA. Maintain, for the fiscal quarter ended December 31, 2008, EBITDA of at least ($1,672,000), and for each of the following periods, measured as of the end of such period, EBITDA of at least the following:

Period	Minimum EBITDA
October 1, 2008 through March 31, 2009	$	(2,382,000	)
January 1, 2009 through June 30, 2009	$	(812,000	)
April 1, 2009 through September 30, 2009	$	1,572,000
July 1, 2009 through December 31, 2009	$	4,263,000
October 1, 2009 through March 31, 2010	$	5,092,000
January 1, 2010 through June 30, 2010	$	5,257,000
April 1, 2010 through September 30, 2010	$	5,298,000
July 1, 2010 through December 31, 2010	$	6,073,000

          (b) Minimum Domestic Liquidity. Maintain at Bank or its Affiliates, an amount of cash, cash equivalents and short-term investments of not less than the greater of: (a) 20% of Borrower’s total consolidated unrestricted cash, cash equivalents and short-term investments, or (b) 15% of outstanding Obligations.

     6.10 Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of the intellectual property owned by it and material to its business; (b) promptly advise Bank in writing of material infringements of such intellectual property; and (c) not allow any such intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains ownership of any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to

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register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property.

     6.11 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

     6.12 Designated Senior Indebtedness. Borrower shall designate all principal of, interest (including all interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding), and all fees, costs, expenses and other amounts accrued or due under this Agreement as ‘Designated Senior Indebtedness’, or such similar term (if applicable), in any future Subordinated Debt incurred by Borrower after the date hereof, if such Subordinated Debt contains such term or similar term.

     6.13 Further Assurances. Borrower shall execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Borrower shall deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

     7 NEGATIVE COVENANTS

     Borrower shall not do any of the following without Bank’s prior written consent:

     7.1 Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of unneeded, worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments and (d) Transfers from any Loan Party to any other Loan Party, not otherwise prohibited under any other Section of this Agreement.

     7.2 Changes in Business, Management, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) if the Key Person ceases to hold such office with Borrower and replacements satisfactory to Bank are not made within 60 days after his departure from Borrower or (ii) permit or suffer any Change in Control. Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $150,000 in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization; provided however that the Perfection Certificate is deemed amended to reflect such information upon Bank’s receipt of such written notice.

     7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (a) total consideration including cash and the value of any non-cash consideration, for all such transactions does not in the aggregate exceed $1,000,000 in any fiscal year of Borrower; (b) no Event of Default has occurred and is continuing or would exist after giving effect to the

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transactions; and (c) Borrower is the surviving legal entity. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

     7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

     7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of the Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Lien” herein and except for customary restrictions on assignment of licenses to intellectual property from third parties.

     7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

     7.7 Distributions; Investments. (a) Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase.

     7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

     7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except as permitted under the terms of the subordination, intercreditor, or other similar agreement to which a Borrower is a party and to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

     7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

     8 EVENTS OF DEFAULT

     Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

     8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within five (5) Business Days after such Obligations are

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due and payable (which five (5) Business Day grace period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);

     8.2 Covenant Default.

          (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3, 6.4, 6.5, 6.7, 6.8, 6.9 or 6.12 or violates any covenant in Section 7; or

          (b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

     8.3 Material Adverse Change. A Material Adverse Change occurs;

     8.4 Attachment; Levy; Restraint on Business. (a) Any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure or levy is not removed in ten (10) days; (b) the service of process upon Borrower seeking to attach, by trustee or similar process, any funds of Borrower on deposit with Bank, or any entity under control of Bank (including a subsidiary); (c) Borrower is enjoined, restrained, or prevented by court order from conducting a material part of its business; (d) a judgment or other claim in excess of $100,000 becomes a Lien on any of Borrower’s assets; or (e) a notice of lien, levy, or assessment is filed against any of Borrower’s assets by any government agency and not paid within ten (10) days after Borrower receives notice. These are not Events of Default if stayed or if a bond is posted pending contest by Borrower (but no Credit Extensions shall be made during the cure period);

     8.5 Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within sixty (60) days (but no Credit Extensions shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

     8.6 Change of Control. A Change of Control occurs;

     8.7 Other Agreements. There is a default in any agreement to which Borrower is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Thousand Dollars ($200,000) or that could have a material adverse effect on Borrower’s business;

     8.8 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Thousand Dollars ($200,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order, or decree); or

     8.9 Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

     8.10 Subordinated Debt. A default or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination, intercreditor, or other similar agreement with Bank, and which

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agreement governs or provides for the terms of Indebtedness to such creditor, or any creditor that has signed such an agreement with Bank breaches any terms of such agreement.

     9 BANK’S RIGHTS AND REMEDIES

     9.1 Rights and Remedies. While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

          (a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

          (b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

          (c) demand that Borrower (i) deposit cash with Bank in an amount equal to the aggregate amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

          (d) terminate any FX Forward Contracts;

          (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account;

          (f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;

          (g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

          (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

          (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

          (j) demand and receive possession of Borrower’s Books; and

          (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

     9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust

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all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

     9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

     9.4 Application of Payments and Proceeds. Unless otherwise specified by this Agreement, Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement. Unless an Event of Default has occurred and is continuing, Bank shall apply any funds in its possession, whether from Borrower or any Guarantor account balances, payments, or proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, first, to Bank Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Bank in the exercise of its rights under this Agreement; second, to the interest due upon any of the Obligations; and third, to the principal of the Obligations and any applicable fees and other charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower and Guarantors shall remain liable to Bank for any deficiency. If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion. Any surplus shall be paid daily to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

     9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

     9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Bank and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

     9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

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     10 NOTICES

     All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Advance requests made pursuant to Section 3.4 must be in writing and may be in the form of electronic mail, delivered to Bank by Borrower at the e-mail address of Bank provided below and shall be deemed to have been validly served, given, or delivered when sent (with such electronic mail promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 10). Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:	Glu Mobile Inc.
	2207 Bridgepoint Parkway, Suite 300
	San Mateo, CA 94404
	(650) 532-2436
	Attn: Eric Ludwig, SVP and CFO
	Fax: (650) 532-2493
	Email: eric.ludwig@glu.com
If to Bank:	Silicon Valley Bank
	2400 Hanover Street
	Palo Alto CA 94303
	Attn: Tom Smith
	Fax: (650) 320-0016
	Email:  tsmith@svb.com

     11 CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE

     California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the

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exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

     12 GENERAL PROVISIONS

     12.1 Termination Prior to Revolving Line Maturity Date. This Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective seven (7) Business Days after written notice of termination is given to Bank. If such termination is at Borrower’s election or at Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to $80,000 (or one percent (1%) of the Revolving Line) provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank.

     12.2 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

     12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by such Indemnified Person from, following, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

     12.4 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

     12.5 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

     12.6 Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties.

     12.7 Amendments in Writing; Integration. All amendments to this Agreement must be in writing and signed by both Bank and Borrower. This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

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     12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement.

     12.9 Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

     12.10 Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) is disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

     Bank may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Bank does not disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of this Section 12.10 shall survive the termination of this Agreement.

     12.11 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

     12.12 Waiver of Surety Defenses. To the extent permitted by applicable law, each Borrower hereby waives any and all defenses and rights of discharge based upon suretyship or impairment of collateral (including lack of attachment or perfection with respect thereto) that it may now have or may hereafter acquire with respect to Bank or any of its Obligations hereunder, under any Loan Document or under any other agreement that it may have or may hereafter enter into with Bank.

     12.13 Joint and Several Obligations and Related Matters. The obligations of each Borrower hereunder and under the other Loan Documents shall be joint and several in nature notwithstanding which Borrower actually or directly received the proceeds of any particular Credit Extension. Each Borrower acknowledges that for purposes of the Loan Documents, Borrowers constitute a single integrated financial entity or enterprise and that each receives a benefit from the availability of the financing hereunder to all Borrowers. Each Borrower waives all defenses arising under the laws of suretyship, to the extent that such laws are applicable, in connection with its joint and several obligations under this Agreement and the other Loan Documents.

     12.14 Subordination of Claims. As further consideration for the Credit Extensions by the Bank Borrowers and as a material inducement to Bank to make the Credit Extensions and accept this Agreement, each Borrower hereby irrevocably subordinates in all respects all claims, whether based in equity or law, whether by contract, statute or otherwise, that it might now or hereafter have against other Borrower or that arise from the existence or performance of the Obligations under this Agreement, including, but not limited to, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation, to any and all of the Obligations of such Borrower to Bank hereunder and under the other Loan Documents.

     12.15 USA PATRIOT Act Notice. Bank hereby notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of Borrowers and other information that will allow Bank to identify Borrowers in accordance with the Act.

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     13 DEFINITIONS

     13.1 Definitions. As used in this Agreement, the following terms have the following meanings:

     “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

     “Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

     “Advance” or “Advances” means an advance (or advances) under the Revolving Line.

     “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

     “Agreement” is defined in the preamble hereof.

     “Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus (c) the FX Reserve, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances.

     “Bank” is defined in the preamble hereof.

     “Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

     “Bankruptcy-Related Defaults” is defined in Section 9.1.

     “Borrower” is defined in the preamble hereof.

     “Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

     “Borrowing Base” is 80% of Eligible Accounts; provided, however, that Bank may decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral.

     “Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s Board of Directors and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.

     “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of

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acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition.

     “Cash Management Services” is defined in Section 2.1.4.

     “Change in Control” means any event, transaction, or occurrence as a result of which (a) any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as an amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing thirty five (35%) or more of the combined voting power of Borrower’s then outstanding securities; or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election by the Board of Directors of Borrower was approved by a vote of at least two-thirds of the directors then still in office who either were directions at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

     “Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

     “Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

     “Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit B.

     “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

     “Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

     “Copyright” means any of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Borrower) by Borrower or in which Borrower now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) any copyright, whether registered or unregistered, held pursuant to the laws of

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the United States or of any other country or foreign jurisdiction, (b) registration, application or recording in the United States Copyright Office or in any similar office or agency of the United States or any other country or foreign jurisdiction, (c) any continuation, renewal or extension thereof, and (d) any registration to be issued in any pending application, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Borrower) or acquired by Borrower, in whole or in part.

     “Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

     “Credit Extension” is any Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.

     “Default Rate” is defined in Section 2.3(b).

     “Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue and recorded as deferred revenue, in accordance with GAAP.

     “Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

     “Designated Deposit Account” is Borrower’s deposit account, account number 3300421466 maintained with Bank.

     “Dollars,” “dollars” and “$” each mean lawful money of the United States.

     “Domestic Subsidiary” means any subsidiary of Glu Mobile (other than a Borrower) organized under the laws of any jurisdiction within the United States of America.

     “EBITDA” shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash stock compensation expense, plus (f) non-cash, goodwill, other intangible asset and royalty impairments, plus (g) non-cash foreign exchange translation charges, minus (h) all non-cash income of Glu Mobile and its Subsidiaries for such period.

     “Effective Date” is the date Bank executes this Agreement as indicated on the signature page hereof.

     “Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3 and net of (c) herein. Bank reserves the right at any time and from time to time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank agrees otherwise in writing, Eligible Accounts shall not include:

     (a) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

     (b) Accounts owing from an Account Debtor, fifty percent (50%) or more of whose Accounts have not been paid within ninety (90) days of invoice date;

     (c) Credit balances over ninety (90) days from invoice date;

     (d) Accounts owing from an Account Debtor, including Affiliates, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts (or in the case of Verizon Wireless, fifty percent (50%) of all Accounts) to the extent such amounts owed by such Account Debtor exceed twenty-five percent (25%) (or, 50% in the case of Verizon) of Accounts of such Debtor that would otherwise be Eligible Accounts, unless Bank approves in writing;

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     (e) Accounts billed in the United States and owing from an Account Debtor which does not have its principal place of business in the United States or Canada (except for the province of Quebec) unless such Accounts are otherwise Eligible Accounts and (i) covered in full by credit insurance satisfactory to Bank, less any deductible, (ii) supported by letter(s) of credit acceptable to Bank, (iii) supported by a guaranty from the Export-Import Bank of the United States, or (iv) that Bank otherwise approves of in writing;

     (f) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;

     (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise — sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course of its business;

     (h) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, “bill and hold”, or other terms if Account Debtor’s payment may be conditional;

     (i) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;

     (j) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;

     (k) Accounts for which Bank in its good faith business judgment determines collection to be doubtful; and

     (l) other Accounts Bank deems ineligible in the exercise of its good faith business judgment.

     “Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

     “ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

     “Event of Default” is defined in Section 8.

     “Foreign Currency” means lawful money of a country other than the United States.

     “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

     “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

     “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency.

     “FX Forward Contract” is defined in Section 2.1.3.

     “FX Reduction Amount” is defined in Section 2.1.3.

     “FX Reserve” is defined in Section 2.1.3.

     “GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as

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may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

     “Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

     “Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

     “Guarantor” is each of Superscape Group Limited, a company incorporated in England and Wales with registered number 02869780, and Glu Mobile LLC, a Delaware limited liability company.

     “Guaranty” means that certain Unconditional Secured Guaranty of even date herewith by Glu Mobile LLC in favor of Bank.

     “Guaranty and Pledge Agreement” means that certain Guaranty and Pledge Agreement of even date herewith by Superscape Group Limited in favor of the Bank.

     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

     “Indemnified Person” is defined in Section 12.3.

     “Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books.

     “Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

     “Intellectual Property” means any intellectual property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Borrower or in which Borrower now holds or hereafter acquires or receives any right or interest, and shall include, in any event, any Copyright, Trademark, Patent, trade secret, customer list, Internet domain name (including any right related to the registration thereof), proprietary or confidential information, mask work, source, object or other programming code, invention (whether or not patented or patentable), technical information, procedure, design, knowledge, know-how, software, data base, data, skill, expertise, recipe, experience, process, model, drawing, material or record, all claims for damages by way of past, present and future infringement of any of the rights included above and all licenses or other rights to use any property or rights of a type described above.

     “IP Agreement” means collectively, that certain Intellectual Property Security Agreement executed and delivered by Glu Mobile to Bank dated as of February 2, 2007, and that certain Intellectual Property Security Agreement executed and delivered by Superscape to Bank of even date herewith.

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     “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

     “Key Person” is Borrower’s Chief Executive Officer, who is, as of the Effective Date, Greg Ballard.

     “Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2.

     “Letter of Credit Application” is defined in Section 2.1.2(a).

     “Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(d).

     “Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

     “Loan Documents” are, collectively, this Agreement, the Perfection Certificate, the Pledge Agreement, the Guaranty, the Guaranty and Pledge Agreement, the Subordination Agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower, any Guarantor, and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

     “Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material adverse change in the prospect of repayment of any portion of the Obligations.

     “MIG Subordinated Debt” is an aggregate of $25 million in principal amount of notes issued to Wang Bin, Wang Xin and the MIG Shareholders in satisfaction of earnout obligations pursuant to the Merger Agreement and certain bonus obligations pursuant to certain employment agreements, and guarantees thereof by Borrower..

     “Net Income” means, as calculated on a consolidated basis for Borrower and its Subsidiaries for any period as at any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period, determined according to GAAP.

     “Obligations” are Borrower’s obligation to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and the performance of Borrower’s duties under the Loan Documents.

     “Operating Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

     “Overadvance” is defined in Section 2.2.

     “Patent” means any of the following now hereafter owned or acquired or received by Borrower or in which Borrower now holds or hereafter acquires or receives any right or interest: (a) letters patent and right corresponding thereto, of the United States or any other country or other foreign jurisdiction, any registration and recording thereof, and any application for letters patent, and rights corresponding thereto, of the United States or any other country or other foreign jurisdiction, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or other foreign jurisdiction; (b) any reissue, continuation, continuation-in-part or extension thereof; (c) any petty patent, divisional, and patent of addition; and (d) any patent to issue in any such application.

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     “Patriot Act” is defined in Section 12.15.

     “Perfection Certificate” is defined in Section 5.1.

     “Permitted Indebtedness” is:

     (a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

     (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

     (c) Subordinated Debt;

     (d) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business;

     (e) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

     (f) Indebtedness in an aggregate principal amount not to exceed $500,000 secured by Permitted Liens;

     (g) Indebtedness of Borrower to any Loan Party and Contingent Obligations of any Loan Party with respect to obligations of Borrower (provided that the primary obligations are not prohibited hereby), and Indebtedness of any Loan Party to Borrower or any other Loan Party and Contingent Obligations of any Loan Party with respect to obligations of any other Loan Party (provided that the primary obligations are not prohibited hereby);

     (h) Borrower guaranties of Loan Parties’ obligations under real property leases;

     (i) other Indebtedness not otherwise permitted by Section 7.4 not exceeding $100,000 in the aggregate outstanding at any time; and

     (j) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (i) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

     “Permitted Investments” are:

     (a) Investments shown on the Perfection Certificate and existing on the Effective Date;

     (b) Cash Equivalents;

     (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

     (d) Investments consisting of deposit accounts in which Bank has a perfected security interest;

     (e) Investments accepted in connection with Transfers permitted by Section 7.1;

     (f) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries, not otherwise included in Permitted Indebtedness, not to exceed $750,000 in the aggregate in any fiscal year;

     (g) Investments, not to exceed $100,000 in the aggregate in any fiscal year, consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;

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     (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

     (i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary;

     (j) Investments in connection with acquisitions that are permitted by Section 7.3; and

     (k) other Investments not otherwise permitted by Section 7.7 not exceeding $100,000 in the aggregate outstanding at any time.

     “Permitted Liens” are:

     (a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

     (b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books, if they have no priority over any of Bank’s Liens;

     (c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than $250,000 in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

     (d) statutory Liens securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other Persons imposed without action of such parties;

     (e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

     (f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

     (g) leases or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or intellectual property) granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest;

     (h) non-exclusive license of intellectual property granted to third parties in the ordinary course of business and licenses of intellectual property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;

     (i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7;

     (j) the Lien held by The Royal Bank of Scotland Plc on Glu Mobile Limited account number 122029 6038743 at The Royal Bank of Scotland containing restricted cash in the approximate amount of £302,000 in connection with that certain Lease by and among The Royal Bank of Scotland Plc, as lessor, and Glu Mobile Limited, as lessess, and Glu Mobile Inc., as guarantor;

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     (k) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts;

     (l) deposits with landlords to secure real property lease obligations; and

     (m) other Liens not described above arising in the ordinary course of business and not having or not reasonably likely to have a material adverse effect on Borrower and its Subsidiaries taken as a whole and not having any priority over the Lien in favor of Bank.

     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

     “Pledge Agreement” means the Pledge Agreement of even date herewith by and among Bank and Glu Mobile.

     “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.

     “Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

     “Reserves” means, as of any date of determination, such amounts as Bank may from time to time establish and revise in its good faith business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Bank’s good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any state of facts which Bank determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default.

     “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

     “Revolving Line” is an Advance or Advances in an aggregate amount of up to Eight Million Dollars ($8,000,000) outstanding at any time.

     “Revolving Line Maturity Date” is December 22, 2010.

     “Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

     “Subordination Agreement” means the Subordination and Intercreditor Agreement dated December 29, 2009, by and among Bank and the MIG Shareholders.

     “Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank, and includes the MIG Subordinated Debt.

     “Subsidiary” means, with respect to any Person, any Person of which more than 50.0% of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by such Person or one or more of Affiliates of such Person.

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     “Trademark” means any of the following now or hereafter owned or acquired or received by Borrower or in which Borrower now holds or hereafter acquires or receives any right or interest: (a) any trademark, trade name, corporate name, business name, trade style, service mark, logo, other source or business identifier, print or label on which any of the foregoing have appeared or appear, design or other general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including registration, recording and application in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or other foreign jurisdiction and (b) any reissue, extension or renewal of any of the foregoing.

     “Transaction Report” is that certain report of transactions and schedule of collections in the customary form acceptable to Bank.

     “Transfer” is defined in Section 7.1.

     “Unused Revolving Line Facility Fee” is defined in Section 2.4(d).

[Signature page follows.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

GLU MOBILE INC.
By	/s/ L. Gregory Ballard
Name:	L. Gregory Ballard
Title:	President & Chief Executive Officer
GLU GAMES INC.
By	/s/ L. Gregory Ballard
Name:	L. Gregory Ballard
Title:	President & Chief Executive Officer
SUPERSCAPE INC.
By	/s/ L. Gregory Ballard
Name:	L. Gregory Ballard
Title:	President & Chief Executive Officer
BANK:
SILICON VALLEY BANK
By	/s/ Tom Smith
Name:	Tom Smith
Title:	Managing Director
Effective Date:

[Signature Page to Amended and Restated Loan and Security Agreement]

EXHIBIT A

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

     all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

     Notwithstanding the foregoing, the “Collateral” does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter.

EXHIBIT B
COMPLIANCE CERTIFICATE

TO:     SILICON VALLEY BANK	Date:
FROM: Glu Mobile Inc., Glu Games Inc. and Superscape Inc.

     The undersigned authorized officer[s] of Glu Mobile Inc., Glu Games Inc. and Superscape Inc. (collectively “Borrower”) certif[ies][y] that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate (Consolidating Financials)	Monthly within 30 days	Yes No
Annual financial statement (CPA Audited) + CC	FYE within 95 days	Yes No
10-Q, 10-K and 8-K + CC	Within 5 days after filing with SEC, but not later than 50 days after quarter end, and 95 days after FYE, subject to any extensions pursuant to Rule 12b-25	Yes No
Transaction Report, A/R & A/P Agings, held check list, reconciliations, transaction reports, GL and Deferred Revenue report	Monthly within 20 days	Yes No
Operating Budgets and Forecasts	45 days after FYE	Yes No
Transaction Report	For Advances and weekly when Advances are outstanding	Yes No

The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”):

1

Financial Covenant	Required	Actual	Complies
EBITDA
Maintain on a Quarterly Basis:
10/1/08 through 12/31/08	$(1,672,000)	$	Yes No
10/1/08 through 3/31/09	$(2,382,000)	$	Yes No
1/1/09 through 6/30/09	$(812,000)	$	Yes No
4/1/09 through 9/30/09	$1,572,000	$	Yes No
7/1/09 through 12/31/09	$4,263,000	$	Yes No
10/1/09 through 3/31/10	$5,092,000	$	Yes No
1/1/10 through 6/30/10	$5,257,000	$	Yes No
4/1/10 through 9/30/10	$5,298,000	$	Yes No
7/1/10 through 12/31/10	$6,073,000	$	Yes No
Minimum Domestic Liquidity	Greater of (a) 20% consolidated cash, cash equivalents and short- term investments, and (b) 15% of outstanding Obligations		Yes No

2

The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

     The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

Glu Mobile Inc.

By:

Name:

Title:

BANK USE ONLY

Received by:

authorized signer

Date:

Verified:

authorized signer

Date:

Compliance Status:     Yes   No

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Schedule 1 to Compliance Certificate
Financial Covenants of Borrower

Dated:                                         

I. EBITDA (Section 6.9 (a))

Required:    See chart below

Period	Minimum EBITDA
October 1, 2008 through December 31, 2008	$	(1,672,000	)
October 1, 2008 through March 31, 2009	$	(2,382,000	)
January 1, 2009 through June 30, 2009	$	(812,000	)
April 1, 2009 through September 30, 2009	$	1,572,00
July 1, 2009 through December 31, 2009	$	4,263,000
October 1, 2009 through March 31, 2010	$	5,092,000
January 1, 2010 through June 30, 2010	$	5,257,000
April 1, 2010 through September 30, 2010	$	5,298,000
July 1, 2010 through December 31, 2010	$	6,073,000

Actual:

A. Net Income	$
B. To the extent included in the determination of Net Income
1. The provision for income taxes	$
2. Depreciation expense	$
3. Amortization expense	$
4. Net Interest Expense	$
5. Non-cash stock compensation expense	$
6. Non-cash, goodwill, other intangible asset and royalty impairments	$
7. Non-cash foreign exchange translation charges	$
8. All non-cash income	$
9. The sum of lines 1 through 7 minus line 8	$
C. EBITDA (line A plus line B.7)	$

Is line C equal to or greater than the required amount?

                       No, not in compliance                        Yes, in compliance

1

II. Minimum Domestic Liquidity (Section 6.9(b))

Required:    Greater of (a) 20% of cash, cash equivalents and short-term investments, or (b) 15% of outstanding Obligations

Actual:

A. 0.20 times aggregate value of cash, cash equivalents and short-term investments	$
B. 0.15 times total outstanding Obligations	$

Does the amount on deposit with Bank or Bank Affiliates equal at least the greater of A or B?

                     No, not in compliance                      Yes, in compliance

2