Glu Mobile Inc. (Form: 8-K)

This Sublease (this “Sublease”), dated, for reference purposes only, September 29, 2010, is made by and between BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., a national association (“Sublessor”) and GLU MOBILE INC., a Delaware corporation (“Sublessee”).

A. Sublessor leases certain premises (the “Master Premises”) consisting of approximately 113,404 rentable square feet in a building (the “Building”), located on the 18^th, 28^th, 29^th, 30^th, 31^st and 32^nd floors of 45 Fremont Street, San Francisco, California, pursuant to that certain Office Lease dated as of June 18, 1996, by and between Forty Five Fremont Associates, as landlord (the “Master Lessor”) and Sublessor’s predecessor-in-interest, BZW Barclays Global Investors, N.A., as tenant, as amended by that certain letter agreement dated as of July 31, 1996, First Amendment to Lease dated as of April 30, 1999 (the “First Amendment”), Second Amendment to Lease dated as of January 12, 2004 (the “Second Amendment”), Third Amendment to Lease dated as of March 9, 2004 (the “Third Amendment”), Fourth Amendment to Lease dated as of March 17, 2005 (the “Fourth Amendment”), Fifth Amendment to Lease dated as of November 28, 2006 (the “Fifth Amendment”), Sixth Amendment to Lease dated as of April 30, 2007 (the “Sixth Amendment”), Seventh Amendment to Lease dated as of June 1, 2007 (incorrectly labeled as Sixth Amendment to Lease) (the “Seventh Amendment”), Eighth Amendment to Lease dated as of November 1, 2007 (the “Eighth Amendment”) and notice letters from Sublessor to Master Lessor dated as of September 17, 2009 and December 14, 2009 (as amended or otherwise modified from time to time, the “Master Lease”). Sublessor represents and warrants that a true and complete, but redacted, copy of the Master Lease is attached as Exhibit A. Capitalized terms used but not defined herein have the same meanings as they have in the Master Lease.

B. Sublessor desires to sublease to Sublessee, and Sublessee desires to sublease from Sublessor a portion of the Master Premises consisting of approximately 19,027 rentable square feet of the Master Premises consisting of the 28^th floor of the Building, and more particularly shown on the layout attached at Exhibit B hereto (the “Subleased Premises”), upon the terms and conditions provided for herein.

C. Capitalized terms used but not defined in this Sublease shall have the meanings ascribed to them in the Master Lease.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Sublessor and Sublessee covenant and agree as follows:

1. Subleased Premises. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises.

2.1 Term. The term of this Sublease (the “Term”) shall commence on the date that is the later of (i) the date on which both Sublessor and Sublessee have each executed and delivered this Sublease and received Master Lessor’s written consent to this Sublease and (ii) the date that Sublessor makes the Subleased Premises available to Sublessee in a broom-clean condition (the “Commencement Date”). The Term shall expire at 11:59 P.M. on November 29, 2013 (the “Expiration Date”), unless sooner terminated pursuant to the terms of this Sublease or by law.

2.2 Master Lessor’s Consent. Sublessor agrees to use its commercially reasonable efforts to deliver possession of the Subleased Premises as soon as reasonably possible. Paragraph 13 of the Master Lease requires Sublessor to obtain the written consent of Master Lessor to this Sublease. Sublessor shall solicit Master Lessor’s consent to this Sublease promptly following the execution and delivery of this Sublease by Sublessor and Sublessee. If, despite said efforts, Sublessor is unable to deliver possession as agreed, Sublessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Sublease or extend the term hereof. Sublessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives possession of the Subleased Premises. In the event Master Lessor’s written consent to this Sublease has not been obtained on or before the sixtieth (60^th) day following the full execution of this Sublease, then this Sublease may be terminated by either party hereto upon notice to the other, and upon such termination neither party hereto shall have any further rights against or obligations to the other party hereto. Notwithstanding anything to the contrary contained herein, Sublessee agrees to use its best efforts to cooperate with Sublessor in obtaining the consent of Master Lessor to this Sublease.

(a) Commencing on the Commencement Date, Sublessee shall pay to Sublessor as base rent (“Monthly Rent”) for the Subleased Premises as follows:


Period			Monthly Rent
Commencement Date	—	12^th full	$	34,882.83
		calendar month of the Term
13^th full	—	24^th full	$	36,468.42
calendar month of the Term		calendar month of the Term
25^th full	—	Expiration Date	$	39,639.58
calendar month of the Term

Monthly Rent shall be paid in all cases in advance, on the first (1^st) day of each month of the term hereof without notice, setoff or deduction by wire transfer of immediately available funds to J.P. Morgan Chase, ABA: 021-000-021, Account No.: 771060936, Account Name: BlackRock Institutional Trust Company, N.A., reference “invoice number”. Alternatively, if Sublessor shall deliver written notice to Sublessee to such effect, Sublessee shall pay Sublessor Monthly Rent at the address set forth below or such other address as Sublessor may from time to time designate or by wire transfer of immediately available funds to such other bank account in accordance with Sublessor’s instructions.

(b) Notwithstanding anything to the contrary set forth herein, simultaneously with Sublessee’s execution and delivery of this Sublease, Sublessee shall pay Sublessor the Monthly Rent due for the first (1^st) full calendar month following the Rent Abatement Period (as defined below).

(c) Notwithstanding anything to the contrary contained in this Sublease, Monthly Rent shall abate from the Commencement Date through the sixtieth (60^th) day following the Commencement Date (the “Rent Abatement Period”). Notwithstanding the foregoing, all components of Rent other than Monthly Rent shall be due and payable commencing on the Commencement Date. In the event of a default by Sublessee under this Sublease beyond all applicable notice and cure periods, all Monthly Rent that would have been due and payable during the Rent Abatement Period, but for the terms of this Section 3.1(c), shall become immediately due and payable.

(d) Monthly Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment. In addition, if the Rent Abatement Period ends on a date other than the last day of a calendar month, then the monthly installment of Monthly Rent due and payable hereunder for the month that contains the end of the Rent Abatement Period shall be prorated on a per diem basis based on the actual number of days in such month, and the same shall be paid by Sublessee to Sublessor, without demand therefor, on or before the day immediately following the end of the Rent Abatement Period (notwithstanding anything to the contrary which may be set forth herein), and otherwise in accordance with this Section 3.1.

3.2 Pass Through Rent. In addition to Monthly Rent, Sublessee covenants and agrees to pay to Sublessor commencing on the Commencement Date, an amount equal to: (i) Sublessee’s Pro Rata Share (as defined below) of all increases in Tax Expenses (as defined in the Master Lease) payable by Sublessor with respect to the Subleased Premises over the Base Tax Payment (as defined below), and (ii) Sublessee’s Pro Rata Share of all increases in Operating Expenses (as defined in the Master Lease) payable by Sublessor with respect to the Subleased Premises over the Base Operating Expense Payment (as defined below), (collectively, the “Pass Through Rent”). Notwithstanding anything to the contrary set forth herein, Pass Through Rent shall be pro rated and adjusted as provided in Paragraphs 7(d), (e), (i) and (j) of the Master Lease. Pass Through Rent shall be payable by Sublessee to Sublessor at least five (5) days prior to the respective due dates under the Master Lease for the corresponding payments of such Pass Through Rent. Within thirty (30) business days following receipt by Sublessor from Master Lessor of (i) an annual statement as described in Paragraph 7(g) of the Master Lease as it relates to Operating Expenses and Tax Expenses, and/or (ii) a notice of Master Lessor’s estimate of Pass Through Rent as described in Paragraph 7(f) of the Master Lease, Sublessor shall calculate the annual Pass Through Rent payable by Sublessee in accordance with the terms of this Sublease. After making the aforesaid calculations, Sublessor shall send a statement (“Sublessor’s Statement”) to Sublessee, along with a copy of the applicable notice and annual statement from Master Lessor. In the event that Sublessor receives a refund from Master Lessor in connection with any Pass Through Rent payment, Sublessor shall promptly refund to Sublessee its pro rata share of such amount refunded, after first deducting Sublessee’s pro-rata share of Sublessor’s reasonable out-of-pocket costs, if any, in obtaining such rent abatement or refund, and in the event that Sublessor shall owe any amounts to Master Lessor in connection with any Pass Through Rent payment, as determined based upon the reconciliation process set forth in Paragraph 7(g) of the Master Lease or the audit process set forth in Paragraph 7(h) of the Master Lease, Sublessee shall pay such amounts to Sublessor within five (5) days of Sublessor’s delivery to Sublessee of an invoice therefor.

(a) “Base Operating Expense Payment” shall mean the total Operating Expenses multiplied by Sublessee’s Pro Rata Share in respect of the Operating Expenses Base Year;

(b) “Base Tax Payment” shall mean the Tax Expenses multiplied by Sublessee’s Pro Rata Share in respect of the Taxes Base Year;

(c) “Operating Expenses Base Year” shall mean the calendar year commencing on January 1, 2011 and ending on December 31, 2011;

(d) “Taxes Base Year” shall mean the City and County of San Francisco fiscal tax year commencing on July 1, 2010 and ending on June 30, 2011; and

3.4 Rent Defined. All monetary obligations of Sublessee to Sublessor under the terms of this Sublease (except for the Security Deposit) are deemed to be rent (“Rent”). Rent shall be payable in lawful money of the United States to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in writing.

4.1 Amount of Security Deposit. Concurrently with Sublessee’s execution of this Sublease, Sublessee shall deposit with Sublessor the amount of Two Hundred Twenty Seven Thousand and No/100s Dollars ($227,000.00) to be held by Sublessor for the Term or any extension thereof as a security deposit for the performance by Sublessee of the provisions of this Sublease (the “Security Deposit”).

4.2 Letter of Credit. The Security Deposit shall be provided by Sublessee to Sublessor as an irrevocable letter of credit in the amount of the Security Deposit, which letter of credit shall (i) be in form and substance satisfactory to Sublessor and issued by a financial institution reasonably acceptable to Sublessor, (ii) provide that Sublessor may draw upon the letter by a draft accompanied by Sublessor’s statement that it is entitled to draw thereupon, and (iii) provide that Sublessor may make partial and multiple draws up to the face amount of the letter of credit (herein a “Letter of Credit”). If Sublessee defaults in the full and prompt payment and performance of any of its obligations under this Sublease (after the expiration of any applicable notice and cure periods), including, without limitation, the payment of Rent, Sublessor may, but shall not be obligated to, use the Security Deposit, or any portion of it, to cure such failure or to compensate Sublessor for all damage sustained by Sublessor resulting from such failure. If Sublessor shall so use, apply or retain the whole or any part of the Security Deposit, Sublessee shall upon demand immediately deposit with Sublessor a sum equal to the amount so used, applied and retained, as security as aforesaid.

4.3 Transfers and Draws. Sublessor shall have the right, upon written notice to Sublessee, regardless of the exercise of any other remedy Sublessor may have by reason of a default, to draw upon said Letter of Credit in part or in whole for any purpose authorized by this Section 4 if (i) a default occurs under this Sublease beyond any applicable notice and cure period or (ii) as allowed pursuant to the terms of Section 4.5 below. If Sublessor draws upon the Letter of Credit as permitted hereunder, Sublessee shall, upon demand, additionally fund the Letter of Credit with the amount so drawn so that Sublessor shall have the full deposit specified in this Section 4 on hand at all times during the Term and for a period of sixty (60) days thereafter. In the event of an assignment of the Master Lease by Sublessor, Sublessor shall have the right to transfer the Letter of Credit to the assignee without any additional cost to Sublessor.

4.4 Terms of Security Deposit. If Sublessee shall fully and faithfully pay and perform all of Sublessee’s obligations under this Sublease in accordance with the terms hereof, the Security Deposit or any balance thereof to which Sublessee is entitled shall be returned or paid over to Sublessee after the date on which this Sublease shall expire or sooner end or terminate, and within sixty (60) days after delivery to Sublessor of entire possession of the Subleased Premises in the condition required hereunder. Sublessee and Sublessor acknowledge and agree that their rights and remedies with respect to the security deposit shall be as provided in this Sublease, and each of Sublessor and Sublessee hereby waive Section 1950.7 of the California Civil Code and any and all other similar statutes now existing or hereafter enacted. In the event of any assignment of the Master Lease by Sublessor, Sublessor shall have the right to transfer the Security Deposit to the assignee and, upon the delivery of such Security Deposit to such assignee, Sublessor shall thereupon be released by Sublessee from any and all liability for the return or payment thereof; and Sublessee shall look solely to the new sublandlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new sublandlord. Sublessee shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Sublessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

4.5 Term of Letter of Credit. The Letter of Credit shall expire not earlier than sixty (60) days after the Expiration Date. Upon Sublessor’s prior consent, the Letter of Credit may be of the type which is automatically renewed on an annual basis (the “Annual Renewal Date”); provided, however, in such event Sublessee shall maintain the Letter of Credit and its renewals in full force and effect during the entire Term (including any renewals or extensions) and for a period of sixty (60) days thereafter. The Letter of Credit will contain a provision requiring the issuer thereof to give the beneficiary (Sublessor) sixty (60) days’ advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date. In the event Sublessee shall fail to deliver to Sublessor a substitute irrevocable Letter of Credit, in the amount required pursuant to this Section 4, on or before thirty (30) days prior to the next Annual Renewal Date, said failure shall be deemed a default of Sublessee under this Sublease. Sublessor may, in its discretion treat this the same as a default in the payment of Rent or any other default and pursue the appropriate remedy, and in addition to, and not in limitation of, the foregoing, Sublessor shall be permitted to immediately draw upon the Letter of Credit.

5.1 Agreed Use. The Subleased Premises shall be used and occupied only for office purposes and for no other purpose.

(a) it has agreed to accept the Subleased Premises As Is, Where Is, with all faults and, except as expressly set forth herein, without any representation, warranty or guaranty by Sublessor and has been advised to satisfy itself with respect to the condition of the Subleased Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with all applicable governmental laws, ordinances, rules, regulations, codes and other governmental restrictions or requirements), and their suitability for Sublessee’s intended use, except that Sublessor shall deliver the Subleased Premises broom-clean and free of all trash and debris, and

(b) neither Sublessor nor Sublessor’s agents has made any oral or written representations or warranties with respect to said matters other than as set forth in this Sublease, and Sublessor shall have no obligation to perform any work or make any installations in order to prepare the Subleased Premises for Sublessee’s occupancy, and

(c) the taking of possession of the Subleased Premises by Sublessee shall be deemed conclusive acceptance of the Subleased Premises in the condition required by this Sublease, and

(d) Sublessee shall be permitted to use the wiring in place in the Subleased Premises as of the date hereof, and any changes to such wiring shall be deemed “Alterations” for purposes of this Sublease.

(a) Sublessee shall not make any alterations, installations, additions or improvements (“Alterations”) to the Subleased Premises without the prior written consent of Sublessor, which consent shall not be unreasonably withheld, conditioned or delayed, and if Sublessor shall so determine such consent is necessary, with the prior written consent of Master Lessor in accordance with the Master Lease. Sublessee shall provide to Sublessor, with each request for consent to any Alterations, complete plans and specifications therefor (“Plans”). The Plans shall be (i) prepared and signed by an architect or engineer, registered in the State of California, and by registered electrical, mechanical and structural engineers where applicable, selected and paid for by Sublessee, approved by Master Lessor and Sublessor, and (ii) in such form and substance as are approvable or required by all governmental authorities whose approval is required. Sublessor agrees that it will promptly forward to Master Lessor any such request for consent to such Alterations following Sublessor’s receipt thereof from Sublessee.

(b) Any Alterations made pursuant to this Section 5.4 shall be made or contracted for by Sublessee and shall be performed at Sublessee’s sole cost and expense. All Alterations shall be performed in accordance with the Plans as approved by Master Lessor and Sublessor, shall comply with all present and future applicable laws, ordinances, regulations and requirements in connection therewith and all Master Lessor’s construction procedures for the Building. Any Alterations hereunder shall be completed with all reasonable diligence.

(c) Sublessee acknowledges and agrees that Sublessee shall pay to Sublessor, as Rent hereunder, any fees charged by Master Lessor pursuant to Paragraph 9(a) of the Master Lease, and the same shall be paid by Sublessee to Sublessor upon Sublessor’s demand therefor. Sublessee further agrees that Sublessee shall reimburse Sublessor, as Rent hereunder, in an amount not to exceed Two Thousand Five Hundred and No/100s Dollars ($2,500.00) for Alterations costing Fifty Thousand and No/100s Dollars ($50,000.00) or less and five percent (5%) of the total cost of such Alterations for Alterations costing in excess of Fifty Thousand and No/100s Dollars, for all reasonable out-of-pocket costs and expenses incurred by Sublessor in connection with (i) Sublessor’s review of any of Sublessee’s Plans, and (ii) any inspections by Sublessor of any Alterations, and the foregoing amounts shall be paid by Sublessee to Sublessor within ten (10) days following Sublessor’s demand therefor.

(d) Both Sublessor and Master Lessor may post and record an appropriate notice of non-responsibility with respect to any Alteration, and Sublessee shall maintain any such notice posted by Sublessor or Master Lessor in or on the Subleased Premises.

(e) If any Alterations are made without the prior written consent of Sublessor or Master Lessor, Sublessor shall have the right to remove and correct such Alterations and restore the Subleased Premises to their condition immediately prior thereto, and Sublessee shall be liable for all reasonable expenses incurred by Sublessor in connection therewith and Sublessee shall promptly reimburse Sublessor for any such reasonable expenditures made by Sublessor.

(f) Subject to Master Lessor’s right to require the removal of such Alterations, all Alterations made in, to or about the Subleased Premises at any time shall become the property of Sublessor and shall remain upon and be surrendered with the Subleased Premises. Sublessee agrees to indemnify and hold Sublessor harmless from and against any and all claims that may be made against Sublessor arising out of or in connection with any Alterations. The provisions of this Section 5.4 shall survive the expiration or earlier termination of this Sublease.

6.1 Sublessor agrees that Sublessee shall be entitled to receive all facilities, services, maintenance, repairs or replacements of any kind whatsoever, including but not limited to, electricity and heating, ventilation and air conditioning, to be provided by Master Lessor to Sublessor under the Master Lease with respect to the Subleased Premises, except as provided in those parts of the Master Lease that are not incorporated herein. Sublessee shall look solely to Master Lessor for all such services and shall not, under any circumstances, seek nor require Sublessor to perform any of such services, nor shall Sublessee make any claim upon Sublessor for any damages which may arise by reason of Master Lessor’s default under the Master Lease. Notwithstanding the foregoing, Sublessor shall use reasonable efforts, which efforts shall not be required to include any litigation, to enforce Sublessor’s rights under to Master Lease to require Master Lessor to perform obligations under the Master Lease to provide such services. Any condition resulting from a default by Master Lessor shall not constitute as between Sublessor and Sublessee an eviction, actual or constructive, of Sublessee and no such default shall excuse Sublessee from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Sublessee to receive any reduction in or abatement of the Rent provided for in this Sublease, except to the extent that Sublessor is entitled to and receives a reduction or abatement in the rent payable under the Master Lease, in which case Sublessee shall receive a commensurate reduction or abatement in the Rent under this Sublease. In furtherance of the foregoing, Sublessee does hereby waive any cause of action and any right to bring any action against Sublessor by reason of any act or omission of Master Lessor under the Master Lease. Notwithstanding anything to the contrary contained herein, in no event shall Sublessee have any right to any facilities or services in excess of Sublessee’s Energy Share (as defined below).

6.2 Sublessor shall take all reasonable steps to assist Sublessee as Sublessee may from time to time reasonably request, at Sublessee’s sole cost and expense and without liability to Sublessor, in seeking such services from Master Lessor, provided that Sublessee indemnifies and reimburses Sublessor as to any cost or expense incurred with respect thereto. In no event, however, shall Sublessor be required to commence or cooperate with any litigation against Master Lessor or any agent, employee or affiliate thereof. If the Master Lessor shall be entitled to any payment or remuneration by reason of additional services provided to the Subleased Premises or to Sublessee but shall bill Sublessor therefore, including, but not limited to services provided pursuant to Paragraphs 13(b) and 17 of the Master Lease, Sublessee shall pay the same within ten (10) days of demand therefor by Sublessor and such payment or remuneration shall be considered Rent hereunder. Sublessee and Sublessor shall cooperate in causing Master Lessor to bill Sublessee directly for all such additional services.

6.3 Sublessor shall not be liable in any way to Sublessee for any failure, inadequacy or defect in the character or supply of any facility or service to the Subleased Premises. In addition, Sublessor shall not be liable or responsible to Sublessee for any loss, damage or expense that Sublessee sustains or incurs if either the quantity or character of electric service is changed or interrupted or is no longer available or suitable for Sublessee’s requirements.

6.4 In addition to Monthly Rent, Sublessee covenants and agrees to pay to Sublessor commencing on the Commencement Date, an amount equal to: (i) Sublessee’s Energy Share (as defined below) of all increases in Energy Expenses (as defined in the Master Lease) payable by Sublessor with respect to the Subleased Premises (the “Energy Expense Pass Through”). Notwithstanding anything to the contrary set forth herein, Energy Expense Pass Through shall be pro rated and adjusted as provided in Paragraphs 7(d), (e), (i) and (j) of the Master Lease. The Energy Expense Pass Through shall be payable by Sublessee to Sublessor at least five (5) days prior to the respective due dates under the Master Lease for the corresponding payments of Energy Expenses. Within thirty (30) business days following receipt by Sublessor from Master Lessor of (i) an annual statement as described in Paragraph 7(g) of the Master Lease as it relates to Energy Expenses, and/or (ii) a notice of Master Lessor’s estimate of Energy Expense Pass Through as described in Paragraph 7(f) of the Master Lease, Sublessor shall calculate the annual Energy Expense Pass Through payable by Sublessee in accordance with the terms of this Sublease. After making the aforesaid calculations, Sublessor shall send a statement (“Sublessor’s Statement”) to Sublessee, along with a copy of the applicable notice and annual statement from Master Lessor. In the event that Sublessor receives a refund from Master Lessor in connection with any Energy Expense Pass Through payment, Sublessor shall promptly refund to Sublessee its pro rata share of such amount refunded, after first deducting Sublessor’s reasonable out-of-pocket costs, if any, in obtaining such rent abatement or refund, and in the event that Sublessor shall owe any amounts to Master Lessor in connection with any Energy Expense Pass Through payment, as determined based upon the reconciliation process set forth in Paragraph 7(g) of the Master Lease or the audit process set forth in Paragraph 7(h) of the Master Lease, Sublessee shall pay such amounts to Sublessor within five (5) days of Sublessor’s delivery to Sublessee of an invoice therefor. “Sublessee’s Energy Share” shall initially be 16.78% (19,027/113,404); provided that if any event the size of the Master Premises shall change, Sublessor shall recalculate Sublessee’s Energy Share and send Sublessee notice of such new Sublessee’s Energy Share, which effective upon the date of such change as set forth in such notice shall become Sublessee’ Share under this Section 6.4.

7. Assignment and Subletting. Sublessee acknowledges and agrees that neither this Sublease nor all or any part of the leasehold interest created under this Subleased shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Sublessee or Sublessee’s legal representatives or successor in interest, and neither the Subleased Premises nor any part thereof shall be further sublet by Sublessee or used or occupied for any purpose by anyone other than Sublessee, in each of the foregoing instances, without the prior written consent of Master Lessor and the prior written consent of Sublessor (which prior written consent of Sublessor shall not be unreasonably withheld, conditioned or delayed) and without complying with all of the provisions of Paragraph 13 of the Master Lease with respect to such “assignment” (as defined in the Master Lease) or “sublet” (as defined in the Master Lease). For the purposes of this Section 7, any of the events described in the third paragraph of Paragraph 13(a) of the Master Lease shall be deemed to be an “assignment” of this Sublease or “sublet” of the Subleased Premises under this Sublease. Notwithstanding anything to the contrary contained in the Master Lease, Sublessee acknowledges and agrees that Sublessee shall pay to Sublessor, as Rent hereunder, any fees charged by Master Lessor pursuant to Paragraph 13(b) of the Master Lease, and the same shall be paid by Sublessee to Sublessor upon Sublessor’s demand therefor. Sublessee further agrees that Sublessee shall reimburse Sublessor, as Rent hereunder, for all reasonable out-of-pocket costs and expenses incurred by Sublessor in connection with any “assignment” or “sublet” hereunder up to a maximum of One Thousand Five Hundred and No/100s Dollars ($1,500.00). Notwithstanding anything to the contrary contained herein or in the Master Lease, Sublessee shall pay to Sublessor and not Master Lessor any sums due under the terms of Paragraph 13(c) of the Master Lease with respect to any “assignment” of this Sublease or “sublet” of the Subleased Premises. Sublessor agrees that it will promptly forward to Master Lessor any such request for consent to any assignment or subletting following Sublessor’s receipt thereof from Sublessee, and any other notices or submittals required under Paragraph 13. In the event that Sublessee desires to assign this Sublease or sublet the Subleased Premises prior to November 30, 2010, then Sublessee shall submit to Sublessor all of the notices and documentation required under Paragraph 13(d) of the Master Lease, and Sublessor agrees that it will promptly forward to Master Lessor such notices and documentation. In such event, Sublessee acknowledges that Master Lessor shall have all of the rights with respect to the Subleased Premises that are described in such Paragraph 13(d). Sublessor hereby waives any rights that Sublessor may have as sublessor with respect to such Paragraph 13(d).

8.1 Sublessor is the lessee of the Subleased Premises pursuant to the Master Lease.

8.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease. Master Lessor may enforce the provisions of this Sublease, including, without limitation, the collection of rents following the default by Sublessor as tenant under the Master Lease and the expiration of any applicable notice and cure period.

8.3 Except as set forth below, the terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Sublessee herein, the term “Monthly Rent” in the Master Lease shall refer to Monthly Rent hereunder, the term “Lease” in the Master Lease shall refer to this Sublease, the term “Commencement Date” in the Master Lease shall refer to the Commencement Date hereunder, the term “Expiration Date” in the Master Lease shall refer to the Expiration Date hereunder, and the term “Lease Term” in the Master Lease shall refer to the Term hereunder. Notwithstanding anything to the contrary contained herein, (i) the term “Landlord” in the following sections of the Master Lease shall mean Master Lessor, not Sublessor: Paragraphs 15(d), 17(a), 17(b), 21 and 23, (ii) the term “Landlord” in the following sections of the Master Lease shall mean both Master Lessor and Sublessor: Paragraph 12, 14, 15(a), 17(c) through 17(f), and 28, (iii) the following are not incorporated into this Sublease: the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the following sections of the Eighth Amendment of the Master Lease: paragraphs 1, 2(a), the first sentence of 2(b), 3 through 9, the second paragraph of 10(b), 10(c), 10(d) and 11 through 13, and the following sections of the Master Lease: Paragraphs 1 through 4, 5(a), the first paragraph of 7(a), the first sentence of 7(b), the first paragraph of 7(c), 7(f), 7(g), 7(h), 9, 13(g), 13(h), 15(e), 20(b), 20(c), 31, 34, 43, 45, 47 through 49 and 53 through 55. In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of “Landlord”, Sublessee shall be required to obtain the approval or consent of both Sublessor and Master Lessor. In all provisions of the Master Lease requiring “Tenant” to submit, exhibit to, supply or provide “Landlord” with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Sublessor and Master Lessor. Subject to Master Lessor’s rights under the Master Lease, in any such instance, Sublessor shall determine if such evidence, certificate or other matter or thing shall be satisfactory.

8.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor, as tenant, under the Master Lease as incorporated herein, to the extent that the same relate to the Subleased Premises, and Sublessee’s obligations shall run to Sublessor and Master Lessor as Sublessor may determine to be appropriate or be required by the respective interests of Sublessor and Master Lessor.

8.5 The obligations that Sublessee has agreed to perform under Section 8.4 above are hereinafter referred to as the “Sublessee’s Assumed Obligations”. The obligations that Sublessee has not assumed under Section 8.4 hereof are hereinafter referred to as the “Sublessor’s Remaining Obligations”.

8.6 The rights, title and estate of Sublessee are and shall be subordinate and inferior to the rights, title and estate of Master Lessor under the Master Lease. Sublessee shall be bound by the Master Lease and all rights of Master Lessor thereunder and shall not permit any act or thing in or about the subleased premises or grant, create or suffer any rights in respect thereof which if done, permitted, granted, created or suffered by Sublessor would constitute a breach of the Master Lease.

8.7 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorney’s fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.

8.8 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to indemnify and hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations or Sublessor’s breach of the Master Lease. In addition, provided that Sublessee is not in default under this Sublease, Sublessor covenants and agrees not to voluntarily terminate the Master Lease, other than pursuant to the exercise of a termination right provided for in the Master Lease, including, without limitation, any termination rights relating to casualty or condemnation (in which case Sublessor shall provide Sublessee with as much notice as is , without the prior consent of Sublessee (except that such consent shall not be required in cases where Master Lessor agrees to recognize this Sublease as a direct lease between Master Lessor and Sublessee). Sublessor shall not amend or modify the Master Lease in such a manner as to adversely affect Sublessee’s use of the Subleased Premises or increase the obligations or decrease the rights of Sublessee hereunder, without the prior written consent of Sublessee, which may be granted or withheld in Sublessee’s sole discretion.

8.9 If for any reason the term of the Master Lease shall terminate prior to the Expiration Date, this Sublease shall automatically be terminated and Sublessor shall not be liable to Sublessee by reason thereof unless said termination shall have been caused by the default of Sublessor under the Master Lease, and said Sublessor default was not as a result of a Sublessee default hereunder.

8.10 All insurance carried by Sublessee under the terms of this Sublease shall provide that such coverage shall be primary and noncontributory.

8.11 Sublessor hereby represents and warrants to Sublessee that as of the date hereof: (a) the Master Lease is in full force and effect, (b) to Sublessor’s actual knowledge, Sublessor is not in default (beyond the expiration of any applicable notice and cure periods) in the payment or performance of any of the terms of the Master Lease, (c) to Sublessor’s actual knowledge, Sublessor has received no written notice from Master Lessor with regard to the existence of any default by Sublessor under the Master Lease which remains uncured or with regard to any pending or threatened condemnation or similar proceeding affecting the Subleased Premises or any portion thereof, (d) to Sublessor’s actual knowledge, Master Lessor is not in material default in the performance of any of the terms of the Master Lease, and (e) to Sublessor’s actual knowledge, Sublessor has received no written notice of any violation of any laws or requirements of insurance companies affecting the Master Premises or any portion thereof.

9. Consent of Master Lessor. In the event that Sublessee desires to take any action that will require the consent of Master Lessor, Sublessor shall use reasonable and diligent efforts at no cost to Sublessor to obtain such consent, provided that Sublessor shall not be liable in any way for the failure of Master Lessor to so consent.

10. Furniture, Fixtures and Equipment. For $1.00 and for other valuable consideration, receipt of which is hereby acknowledged, effective as of the Commencement Date, Sublessor hereby sells, assigns, transfers and delivers to Sublessee all of Sublessor’s right, title and interest to all the furniture, fixtures and equipment (the “Personal Property”) located in the Subleased Premises without any warranty thereto. Sublessor transfers the Personal Property to Sublessee without representation or warranty by Sublessor as to its condition, state of repair or suitability for Sublessee’s use, or any other matter related thereto, and Sublessor shall have no liability or obligations of any nature whatsoever to Sublessee with respect to the Personal Property. The parties have conducted an inventory of the Personal Property located on the Subleased Premises, and hereby agree that the Personal Property as of the date of this Sublease consists of those items set forth on Exhibit C hereto and only the items set forth on such Exhibit. Sublessee shall surrender the Subleased Premises at the expiration or earlier termination of the Term free of all Personal Property.

11. Notices. All notices or other communications required or permitted hereunder shall be deemed to be sufficiently given if (a) sent by registered or certified mail, return receipt requested or (b) nationally recognized overnight courier service, in any case to Sublessor, Sublessee, or Master Lessor, as the case may be, addressed to it at its address set forth below, and any such notice of communication shall be deemed to have been given as of the date deposited with the U.S. Postal Service, in the case of (a) or such carrier service in the case of (b).


To Sublessor at:		BlackRock Institutional Trust Company, N.A. c/o BlackRock, Inc. 40 East 52^nd Street New York, NY 10022 Attn: Shelly Bloch
To Sublessee at:		Prior to the Commencement Date:
		Glu Mobile Inc. 2207 Bridgepointe Parkway, Suite 300 San Mateo, CA 94404 Attn: Chief Financial Officer
		After the Commencement Date:
		Glu Mobile Inc. 45 Fremont St., 28^th Floor San Francisco, CA 94105 Attn: Chief Financial Officer
To Master Lessor:		Forty-Five Fremont Associates c/o Shorenstein Company, LLC 235 Montgomery St., 16th Floor San Francisco, CA 94104 Attn: Corporate Secretary

12. Surrender and Holding Over. Upon expiration or earlier termination of this Sublease, Sublessee shall return the Subleased Premises in the same condition received or is hereafter placed, excepting normal wear and tear and damage due to casualty or condemnation and as otherwise required pursuant to the terms of Paragraph 20(a) of the Master Lease with all cabling located in and exclusively serving the Subleased Premises, whether installed by Sublessor or Sublessee, removed. Sublessee acknowledges and agrees that Sublessee shall pay to Sublessor, as Rent hereunder, any fees charged by Master Lessor pursuant to Paragraph 20(a) of the Master Lease, and the same shall be paid by Sublessee to Sublessor upon Sublessor’s demand therefor. If the Subleased Premises are not vacated and surrendered in such condition at such time, Sublessee shall indemnify and hold Sublessor harmless from and against any and all claims, losses, expenses or damages, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of or resulting from (i) any delay or failure by Sublessee in so surrendering the Subleased Premises, or any portion thereof, including, without limitation, any claims made by Master Lessor against Sublessor founded upon such delay or failure, and/or (ii) Sublessee’s failure to deliver the Subleased Premises in the condition required hereunder. Sublessee agrees that if for any reason Sublessee shall fail to vacate and surrender possession of the Subleased Premises or any part thereof on or before the Expiration Date or earlier termination of this Sublease as set forth herein, then, at Sublessor’s option, Sublessee’s continued possession of the Subleased Premises shall be deemed a month-to-month tenancy only, during which time, without prejudice and in addition to any other rights and remedies Sublessor may have hereunder or at law, Sublessee shall pay to Sublessor, on a monthly basis for each month of any holding over by Sublessee, an amount equal to two hundred (200%) of the total monthly Rent payable hereunder immediately prior to the expiration or earlier termination of this Sublease. The provisions of this Paragraph 12 shall not in any way be deemed to (i) permit Sublessee to remain in possession of the Subleased Premises after the Expiration Date or sooner termination of this Sublease, or (ii) imply any right of Sublessee to use or occupy the Subleased Premises upon and/or following the expiration or earlier termination of this Sublease and the Term, and no acceptance by Sublessor of payments from Sublessee after the Expiration Date or sooner termination of this Sublease shall be deemed to be other than on account of the amount to be paid by Sublessee in accordance with the provisions of this Paragraph 12. Sublessor waives no rights against Sublessee by reason of any of the provisions hereof, including, without limitation, the right to terminate such month-to-month tenancy as provided by law at any time after the expiration or earlier termination of this Sublease. The terms and provisions of this Paragraph 12 shall survive the expiration or earlier termination of this Sublease.

13. Sublessor Restoration. In the event that Sublessor is required under the terms of the Master Lease to remove any improvements, equipment and/or alterations from the Subleased Premises and/or restore any portion of the Subleased Premises, which improvements, equipment and/or alterations are not Sublessee’s obligation to remove and/or restore under this Sublease, then Sublessor shall have the right during the last ninety (90) days of the Term, to enter the Subleased Premises to remove any such improvements, equipment and/or alterations from the Subleased Premises and/or so restore any portion of the Subleased Premises. Sublessor shall deliver Sublessee written notice of such entry at least thirty (30) days in advance, unless Master Lessor notifies Sublessor of the need for such removal and/or restoration requirement during the last ninety (90) days of the Term, in which case, Sublessor shall deliver written notice of such entry at least five (5) business days in advance and as soon as reasonably possible following notice from Master Lessor. Unless Sublessee shall otherwise consent, Sublessor shall perform such removal only outside of the ordinary hours of business of Sublessee from the Subleased Premises and in such manner as will minimize, to the extent practicable, the disruption of Sublessee’s business in the Subleased Premises.

14. Entry. At all reasonable times during the Term upon prior written notice to Sublessee (except in the event of an emergency, in which event prior notice shall not be required), Sublessor and its employees and representatives, and, as provided in Paragraph 23 of the Master Lease, Master Lessor and its employees and representatives, shall have the right to enter the Subleased Premises to examine, inspect and protect the Subleased Premises and the Building and to make such alterations and/or repairs as Sublessor or Master Lessor may deem necessary. If, as a result of any such entry by Master Lessor, the Master Lease any rent abatements to Sublessor, Sublessee shall be entitled to the exercise of all rent abatements as they relate to the Subleased Premises and Sublessee shall have no rights to rent abatements in excess of those rights of Sublessor.

15. Casualty or Condemnation. In the event of any casualty to the Subleased Premises or the Building or condemnation of the Building or any portion thereof, Sublessor shall have no obligation to restore or rebuild any portion of the Subleased Premises. If, as a result of any such casualty, the Master Lease grants any rent abatements to Sublessor, Sublessee shall be entitled to the exercise of all such rent abatements as they relate to the Subleased Premises and to all services and repairs which Master Lessor is and may be obligated to furnish the Subleased Premises or Sublessor with respect to the Subleased Premises pursuant to the terms of the Master Lease. This Sublease shall terminate in the event of a casualty or condemnation in the event that the Master Lease terminates, but in no other event. Sublessee understands that Sublessor will not carry insurance of any kind on any goods, furniture or furnishings owned by Sublessee or on any fixtures, equipment, improvements, installations or appurtenances owned and removable by Sublessee and that neither Sublessor nor Master Lessor shall be obligated to repair any damage thereto or replace same. Sublessee hereby waives any statutory rights of termination that may arise by reason of any partial or total destruction of the Subleased Premises which Master Lessor is obligated to restore or may restore under any of the provisions of the Master Lease, including but not limited to any and all rights conferred by Sections 1932 and 1933 of the California Civil Code. Sublessee hereby waives any rights it may have to construe any damage to the Subleased Premises as a constructive eviction.

16. Late Payment. Sublessee acknowledges that late payment of any installment of Monthly Rent or other components of Rent will cause Sublessor to incur costs not contemplated by this Sublease, and that the exact amount would be extremely difficult and impractical to fix. Thus, if Sublessee fails to pay any sums required under this Sublease within five (5) business days after the date the same becomes due, then Sublessee shall pay to Sublessor a late charge equal to the lesser of (a) the maximum rate permitted by applicable law or (b) 5 cents per each dollar overdue. Acceptance of the late charge will not constitute a waiver of Sublessee’s default relating to such nonpayment by Sublessee nor will it prevent Sublessor from exercising all other rights and remedies available to Sublessor under this Sublease or at law.

17. Signage. Sublessor shall use commercially reasonable efforts to obtain for Sublessee the right to signage at the entrance to the Subleased Premises and on the lobby directory, provided that Sublessor shall have no obligation whatsoever to commence any action or proceeding against Master Lessor or any agent, employee or affiliate thereof in connection with obtaining such signage rights.

18. No Security. Sublessee shall be solely responsible for providing such security to the Subleased Premises as Sublessee shall desire in its sole and absolute discretion. Sublessee acknowledges that Sublessor has informed Sublessee that there is no functioning security system provided to the Subleased Premises.

19. No Further Rights. Notwithstanding anything to the contrary contained in the Master Lease, Sublessee shall have no right to extend the Term of this Sublease, renew this Sublease or expand the Subleased Premises.

20. Attorney’s Fees. If any party brings an action to enforce the terms hereof or to declare rights hereunder, the “prevailing party” (as defined in the Master Lease) in any such action, on trial and appeal, shall be entitled to his reasonable attorney’s fees to be paid by the losing party as may be fixed by the Court.

21. Real Estate Commissions: Sublessee and Sublessor represent and warrant that they dealt with no brokers in connection with this transaction other than Colliers International and Studley (Mr. George Fox and Mr. Michael Pitré of the Palo Alto office) (collectively, the “Brokers”) and agree to defend, with counsel approved by the other, indemnify and save the other harmless from and against any and all cost, expense or liability for any compensation, commissions or charges claimed by a broker or agent, other than the Brokers, in connection with this Sublease.

22. Limitation of Estate. Sublessee’s estate shall in all respects be limited to, and be construed in a fashion consistent with, the estate granted to Sublessor by Master Lessor. Sublessee shall stand in the place of Sublessor and shall defend, indemnify and hold Sublessor harmless with respect to all covenants, warranties, obligations, and payments made by Sublessor under or required of Sublessor by the Master Lease with respect to the Subleased Premises, except to the extent a breach is caused by the negligence or willful misconduct of Sublessor. In the event Sublessor is prevented from performing any of its obligations under this Sublease by a breach by Master Lessor of a term of the Master Lease, then Sublessor’s sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Master Lessor of Master Lessor’s breach.

23. Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Sublease and this Sublease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublessor to Sublessee with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Sublease. This Sublease, and the exhibits and schedules attached hereto, contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the Rent, use and occupancy of the Subleased Premises and shall be considered to be the only agreements between the parties hereto and their representatives and agents. None of the terms, covenants, conditions or provisions of this Sublease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Sublease.

24. Authorizations. Sublessor and Sublessee each represent and warrant that the execution of this Amendment has been duly and validly authorized on its behalf.

IN WITNESS WHEREOF, this Sublease is made as of the day and year first above written.


	By:	/s/ Charles J. Malkish

	Name:	Charles J. Malkish

	Title:	Managing Director

SUBLESSEE:	GLU MOBILE INC., a Delaware corporation
	By:	/s/ Eric R. Ludwig

	Name:	Eric R. Ludwig

	Title:	Senior Vice President and Chief Financial Officer

This First Amendment to Sublease (this “Amendment”), dated, for reference purposes only, September 29, 2010, is made by and between BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., a national association (“Sublessor”) and GLU MOBILE INC., a Delaware corporation (“Sublessee”).

A. Sublessor and Sublessee are parties to that certain Sublease, dated as of the date hereof (the “Sublease”), for premises consisting of approximately 19,027 rentable square feet known as the 28^th floor (the “Subleased Premises”) of 45 Fremont Street, San Francisco, California (the “Building”) as more particularly described in the Sublease. The Sublease has not been modified or assigned.

B. Sublessor leases the Subleased Premises along with certain other premises from Forty-Five Fremont Associates, a California general partnership (“Master Lessor”), pursuant to that certain Office Lease dated as of June 18, 1996, by and between Master Lessor, as landlord, and Sublessor’s predecessor-in-interest, BZW Barclays Global Investors, N.A., as tenant, as amended by that certain letter agreement dated as of July 31, 1996, First Amendment to Lease dated as of April 30, 1999, Second Amendment to Lease dated as of January 12, 2004, Third Amendment to Lease dated as of March 9, 2004, Fourth Amendment to Lease dated as of March 17, 2005, Fifth Amendment to Lease dated as of November 28, 2006, Sixth Amendment to Lease dated as of April 30, 2007, Seventh Amendment to Lease dated as of June 1, 2007 (incorrectly labeled as Sixth Amendment to Lease), Eighth Amendment to Lease dated as of November 1, 2007 and notice letters from Sublessor to Master Lessor dated as of September 17, 2009 and December 14, 2009 (as amended or otherwise modified from time to time, the “Master Lease”)

D. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sublease or Master Lease, as applicable.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Sublessor and Sublessee covenant and agree as follows:

1. Sublessor Restoration. In the event that Sublessor is required under the terms of the Master Lease to remove any improvements, equipment and/or alterations from the Subleased Premises and/or restore any portion of the Subleased Premises, which improvements, equipment and/or alterations are not Sublessee’s obligation to remove and/or restore under the Sublease, then in addition to all rights that Sublessor may have under Paragraph 13 of the Sublease, Sublessor shall have the right upon at least one hundred eighty (180) days advance written notice to terminate the Sublease as of the date set forth in such notice, which such date shall not be earlier than September 29, 2013. If Sublessor so elects to terminate the Sublease, the term of the Sublease will end upon such effective date of termination, and thereafter the parties will be released from all further obligations under the Sublease except for accrued obligations then unpaid or unperformed, including, but not limited to, the surrender obligations set forth in the Sublease.

2. Ratification of Sublease. The Sublease as amended by this Amendment is ratified, confirmed and approved in all respects.

3. Entire Agreement. This Amendment sets forth the entire understanding of the parties in connection with the subject matter of this Amendment. There are no agreements between Sublessor and Sublessee relating to the Sublease or the Subleased Premises other than those set forth in writing and signed by the parties. Neither party has relied upon any understanding, representation or warranty not set forth in this Amendment, either oral or written, as an inducement to enter into this Amendment.

4. Successors and Assigns. The provisions of this Amendment shall bind and inure to the benefit of the heirs, representatives, successors and assigns of the parties, subject to the applicable provisions of the Sublease.

5. Authorizations. Sublessor and Sublessee each represent and warrant that the execution of this Amendment has been duly and validly authorized on its behalf.

6. Counterparts. This Amendment may be executed by the parties hereto in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment is made as of the day and year first above written.


	By:	/s/ Charles J. Malkish

	Name:	Charles J. Malkish

	Title:	Managing Director

SUBLESSEE:	GLU MOBILE INC., a Delaware corporation
	By:	/s/ Kevin S. Chou

	Name:	Kevin S. Chou

	Title:	Vice President and General Counsel

THIS SUB-SUBLEASE (hereinafter the “Agreement”) is dated September 29, 2010 and is made between Glu Mobile Inc., a Delaware corporation (hereinafter called the “Tenant”), and Appirio, Inc., a Delaware corporation (hereinafter called the “Subtenant”).

WHEREAS, under a lease dated June 11, 1999, as the same was amended (together with all amendments, referred to hereinafter as the “Master Lease”), a copy of which is attached hereto as Exhibit A, Sobrato Interests III, a California limited partnership, (“Master Landlord”) leased to Siebel Systems, Inc., a Delaware corporation, predecessor in interest to Oracle USA, Inc. (“Sublandlord”) certain premises containing approximately 167,505 rentable square feet (the “Master Lease Premises”) in a building located at 2207 Bridgepointe Parkway, San Mateo, California 94404 (the “Building” or “Building 3” as identified in the Master Lease), all as more particularly described in the Master Lease;

WHEREAS, Sublandlord and Tenant entered into a Sublease on August 22, 2007 (the “Sublease”), a copy of which is attached hereto as Exhibit B, for the subletting to Tenant of a portion of the Master Lease Premises containing approximately 52,067 rentable square feet, consisting of 14,411 rentable square feet located on the second (2^nd) floor designated as Suite 250 (the “Second Floor Space”), and 37,656 rentable square feet located on the third (3^rd) floor designated as Suite 300 (the “Third Floor Space”) (the Second Floor Space and the Third Floor Space are referred to collectively herein as the “Subleased Premises”); and

WHEREAS, Tenant now desires to sublease to Subtenant the Third Floor Space, and Subtenant is willing to sublease the same subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made, and in consideration of the rent to be paid by Subtenant to Tenant, the parties hereto agree as follows:

1. Premises. The Tenant hereby subleases to the Subtenant, and the Subtenant hereby hires from the Tenant, the Third Floor Space, as shown on Exhibit C attached hereto and made a part hereof.

2. Term. The term of this Agreement (the “Term”) shall commence on the later of (the “Commencement Date): (i) the date on which Tenant delivers possession of the Third Floor Space to Subtenant in the Required Condition (defined below); (ii) the date by which Master Landlord and Sublandlord have delivered their written consent to this Agreement in a form reasonably acceptable to Subtenant and Tenant; and (iii) October 1, 2010. Notwithstanding the foregoing, however, the Commencement Date may not occur after November 1, 2010 and prior to January 1, 2011; in the event that the conditions in the preceding sentence would be satisfied and the Commencement Date would otherwise occur on or after November 1, 2010 and prior to January 1, 2011, then the Commencement Date will not be deemed to have occurred until January 1, 2011. Furthermore, if for any reason the Commencement Date does not occur on or prior to January 1, 2011, then at anytime thereafter until the Commencement Date has occurred, Subtenant may terminate this Agreement by delivery of written notice to Tenant, whereupon this Agreement shall terminate. In connection with any such termination, Tenant shall promptly return to Subtenant all prepaid Sub-Rent, the Security Deposit, and all other monies paid to Tenant under this Agreement, and the parties shall thereafter be relieved of all further obligations and liabilities under this Agreement. The Term shall expire on July 25, 2012 (the “Expiration Date”) unless any one of the Lease, Sublease or this Agreement is sooner terminated in accordance with the terms and conditions set forth therein or herein. Upon the determination of the Commencement Date, Tenant and Subtenant will enter into a letter agreement in the form of Exhibit D attached hereto; provided, however, that the failure to execute such an agreement shall not affect Tenant’s or Subtenant’s rights and obligations under this Agreement. Tenant will procure Landlord’s and Sublandlord’s respective consents to this Agreement in the form of Exhibit E attached hereto (each a “Consent”, and the date upon which the last Consent is obtained being the “Effective Date” of this Agreement); promptly following the mutual execution and delivery of this Agreement, each of Tenant and Subtenant will use diligent efforts to provide all information and take all actions reasonably requested by Master Landlord and Sublandlord in order to facilitate obtaining the Consent of both Sublandlord and Master Landlord as soon as reasonably practicable.

a. Termination. If the Sublease or Lease terminates, this Agreement shall terminate, and the parties shall be relieved from all liabilities and obligations under this Agreement, except as expressly provided herein.

3. Rent. Subtenant hereby agrees to pay to Tenant monthly rental on the first day of each calendar month in the amount set forth on the rental schedule attached hereto as Exhibit F and made a part hereof (the “Sub-Rent”), provided however that no Sub-Rent shall be due or payable by Subtenant for the first fifteen (15) days after the Commencement Date. If the Term shall commence (i.e., the first day on which Subtenant shall be obligated to commence the payment of Sub-Rent) or end on a date other than the first or last day of a calendar month respectively, the Sub-Rent for such partial period shall be prorated based on the number of days in such month. All payments shall be made to Tenant in the manner prescribed in the notice clause herein unless otherwise agreed by Tenant.

a. Operating Costs. Subtenant shall not be responsible for any “Operating Costs” or “Reimbursable Operating Costs” as defined in the Lease or Sublease. Notwithstanding the foregoing however, should Subtenant’s utility consumption in the Third Floor Space exceed the standards provided at Section 7 of the Sublease or should any Subtenant alterations increase the assessed value of the Building or the Project, Subtenant shall bear the cost of such excess utility consumption charges or increased real property taxes if and to the extent payable by Tenant to Sublandlord under the terms of the Sublease.

b. Within five (5) days after execution of this Sublease by Subtenant and Tenant, Subtenant shall pay to Tenant, in cash, the sum of Thirty-Nine Thousand Nine Hundred Fifteen Dollars and Thirty-Six Cents ($39,915.36), which shall be applied as a credit against the first installment(s) of Sub-Rent payable by Subtenant.

4. Use. Subtenant shall use the Third Floor Space only for general office use and in a manner consistent with such purpose in accordance with the Sublease and Master Lease, and for no other use or purpose.

5. Physical Condition of Sublet Space; Furniture, Fixtures and Equipment. Subtenant acknowledges and agrees that it has the right to inspect and that it has examined the Third Floor Space and Subtenant will accept the Third Floor Space in its present condition, “AS IS,” subject to delivery of the Third Floor Space in the Required Condition. Except as provided herein, in no event shall Tenant have any obligation or liability whatsoever to Subtenant with respect to the physical condition of the Third Floor Space. In the making and executing of this Agreement, Subtenant has relied solely on its own investigations, examinations and inspections that it has chosen to make or has made and has not relied on any representation or warranty of Tenant, except as expressly set forth in this Agreement. Subtenant acknowledges that Tenant has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Third Floor Space and the Building common areas accessible to Tenant. Subtenant acknowledges that it is not authorized to make or perform any alterations or improvements in or to the Third Floor Space except as permitted by the provisions of this Agreement, the Sublease and Master Lease. Subtenant shall have the right to use all existing furniture, fixtures and equipment (“FF&E”) located in the Third Floor Space as of the Commencement Date, a complete list of which FF&E is set forth on Exhibit G attached hereto and made a part hereof. On the Commencement Date, Tenant shall deliver the FF&E to Subtenant in its present condition and configuration, and Subtenant will accept the FF&E “AS IS.” In no event shall Subtenant remove any FF&E from the Third Floor Space or move any FF&E within the Third Floor Space without the prior written approval of Sublandlord and Tenant (which approval by Tenant shall not be unreasonably withheld or delayed).

a. Maintenance. Subtenant shall, at all times during the Term, at its sole cost and expense, promptly perform all maintenance and repairs to the interior of the Third Floor Space that are not Master Landlord’s, Sublandlord’s or Tenant’s express responsibility under the Master Lease, Sublease or this Agreement, and shall maintain the interior of the Third Floor Space, including, without limitation, the FF&E, in good condition and repair, reasonable wear and tear and damage caused by casualty excepted and repairs that are the express responsibility of Master Landlord, Sublandlord, and Tenant under the Master Lease, Sublease and this Agreement excepted. For the avoidance of doubt, Subtenant’s obligations as to the Third Floor Space under the preceding sentence shall not differ from Tenant’s obligations as to the Subleased Premises as set forth in Section 5.5(b) of the Sublease. Notwithstanding anything to the contrary expressed in this Agreement, but subject to the provisions of the Master Lease and Sublease, Tenant shall not be liable for and there shall be no abatement of rent with respect to any injury or interference with Subtenant’s business arising from any performance or nonperformance of any repair, maintenance, alteration or improvement in and to any portion of the Subleased Premises, including the Third Floor Space, no actual or constructive eviction of Subtenant shall result from such performance or non performance; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (i) Tenant, upon its receipt of written notice from Subtenant, shall use reasonable efforts to enforce all repair and maintenance obligations of Sublandlord under the Sublease and Master Landlord under the Master Lease, and (ii) if for any reason Tenant shall be entitled to receive under the Sublease an abatement of rent as to the Third Floor Space (applicable to any period during the Term) and receives such an abatement, then Subtenant shall be entitled to receive from Tenant an equitable abatement of Sub-Rent payable under this Agreement. Except for any termination rights that Subtenant may have with respect to any damage to the Third Floor Space or Building caused by a casualty or condemnation, Subtenant shall not have the right to terminate this Agreement, and Subtenant shall not be relieved from the performance of any covenant or agreement in this Agreement by reason thereof. Subtenant hereby waives ad releases its right to make repairs at Tenant’s expense under Sections 1932(1), 1933(4), 1941 and 1942 of the California Civil Code or any similar or successor law now or hereinafter in effect. At the end of the Term or earlier termination of this Agreement, Subtenant’s surrender obligations under this Agreement shall be deemed satisfied if Subtenant shall deliver the Third Floor Space to Tenant in broom clean condition, free of its personal property, and shall have no obligation to remove any of the FF&E or any Alterations or Tenant Improvements made to the Third Floor Space by Sublandlord or Tenant.

b. Delivery Obligations. Tenant shall deliver possession of the Third Floor Space to Subtenant in the following condition (collectively, the “Required Condition”): (i) broom clean, (ii) without any Polycom communication equipment or flat screen monitors, provided that Tenant will repair any damage to the Third Floor Space caused by removal of the monitors and repaint the affected areas as necessary, and (iii) free of all personal property of Tenant or Sublandlord, with the exception of the FF&E which FF&E shall be delivered in its current condition and configuration. To the best of Tenant’s knowledge, the life safety and building systems serving the Third Floor Space are in working order and comply with all governmental regulations governing the occupancy and usage of the Third Floor Space, and the features of the Third Floor Space comply with the Americans with Disabilities Act (“ADA”) in effect as of the date of delivery of possession of the Third Floor Space (“Delivery Date”). Should Subtenant discover within the first three (3) months following the Commencement Date that a life safety or building system was not in working order or that a feature of the Third Floor Space did not comply with ADA, as of the Delivery Date, Tenant shall be responsible for any work in the event any measures are required to bring the Third Floor Space into compliance with applicable law in effect at the Commencement Date, at Tenant’s sole cost and expense, however Tenant shall have no obligation to comply with laws requiring improvements to the Building common areas or the Building structure (except to the extent such compliance is necessitated by any further alterations required in the Third Floor Space under this Section 5.a and permitted by Sublandlord and/or Master Landlord) or with requirements that are triggered by any alterations to the Third Floor Space undertaken by Subtenant.

a. Subject to Master Lease and Sublease. Except as expressly stated herein, this Agreement is a sub-sublease and is subject to and subordinate to all of the provisions in the Sublease and Master Lease, including, without limitation, any and all exhibits attached to the Sublease or Master Lease. Additionally, Subtenant’s and Tenant’s rights under this Agreement shall be subject to the terms of the Consent. With respect to obligations that arise and first accrue during the Term, Subtenant agrees to perform and comply with for the benefit of Tenant, Sublandlord and Master Landlord, the obligations of the Tenant under the Sublease which pertain to the Third Floor and/or this Agreement and under the Master Lease which pertain to the Third Floor and/or this Agreement, except for those provisions of the Master Lease or the Sublease which are expressly and directly contradicted by this Agreement, in which case the terms of this Agreement shall control over the Master Lease or the Sublease. Subtenant shall not commit or permit its agents, employees, contractors or invitees to commit any act or omission that will violate any provisions of the Sublease or Master Lease with respect to the Third Floor Space, the Building or the Project.

b. Incorporation of Terms of the Sublease. The terms, conditions and respective obligations of the Subtenant and Tenant to each other under this Agreement shall be the terms and conditions of the Sublease, except for those provisions which are directly contradicted by this Agreement, and the terms of the Master Lease, except for those provisions of the Master Lease which are contradicted by the Sublease or this Agreement, in which events the terms of this Agreement shall control over the Master Lease or the Sublease. Therefore, for the purposes of this Agreement, but except where otherwise provided herein, wherever in the Sublease the word “Sublandlord” is used, it shall be deemed to refer to Tenant, and wherever in the Sublease the word “Subtenant” is used, it shall be deemed to mean Subtenant. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of the Master Landlord that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord, Tenant (except as otherwise provided in this Agreement) and any other person intended to be benefited by said provision for the purpose of incorporation by reference in this Agreement. Any right of Master Landlord under the Master Lease or Sublandlord under the Sublease (a) of access for inspection, (b) to do work in the Third Floor Space or in the Building, or (c) in respect of the rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Tenant, Sublandlord and Master Landlord and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Agreement.

c. Clarifications. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(i) Approvals. In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Master Landlord or Sublandlord, Subtenant shall be required to obtain the approval or consent of Master Landlord, Sublandlord and Tenant, which approval by Tenant shall not be unreasonably withheld or delayed.

(ii) Deliveries. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be to Master Landlord, Sublandlord and Tenant.

(iii) Damage; Condemnation. Tenant shall have no obligation to restore or rebuild any portion of the Third Floor Space, the Building or the Project after any destruction or taking by eminent domain; provided that if and to the extent the Third Floor Space contains improvements which Sublandlord or Tenant has installed as “Alterations” or “Tenant Improvements,” as those terms are defined in the Master Lease and Sublease, and Sublandlord, as the “Tenant” under the Master Lease, or Tenant as the “Subtenant” under the Sublease, is required to restore such Tenant Improvements or Alterations, Tenant shall work diligently to perform and to secure the performance of Sublandlord in accordance with the terms of the Sublease and Master Lease. However, neither Master Landlord nor Sublandlord nor Tenant has any obligation to repair or restore any alterations or improvements installed by Subtenant. Should any portion of the Third Floor Space, Building and/or Project be destroyed or condemned, Subtenant will be entitled to a portion of any equitable adjustment of Sub-Rent.

(iv) Insurance. In all provisions of the Master Lease requiring the “Tenant” to designate Master Landlord as an additional or named insured on its insurance policies, Subtenant shall be required to so designate Master Landlord, Sublandlord and Tenant on Subtenant’s policies. Notwithstanding anything to the contrary contained in the Master Lease or Sublease, Subtenant will not be required to insure Tenant’s or Sublandlord’s personal property or any of Sublandlord’s or Tenant’s Alterations or Tenant Improvements (as such terms are defined in the Master Lease and Sublease).

d. Exclusions. Subtenant shall have no rights or obligations under the following sections of the Sublease: 2.1, 2.2, 3.1, 3.2 (subject to and without limiting Subtenant’s obligations under Section 3.a of this Agreement), 3.3 (third sentence only), 4, 5.2(c), 5.7, 5.8, 12, 14.2(f), 15, 17, 18, 26. Also, Subtenant shall have no rights or obligations under the sections of the Master Lease specified in the Sublease at Section 8.4 or under the following articles and sections of the Master Lease: Article 10 (subject to and without limiting Subtenant’s obligations under Section 3.a of this Agreement), Section 15.C (last two (2) sentences) and the Third Amendment of the Master Lease.

e. Modifications. Notwithstanding the terms of Section 6(b) above, the following provisions of the Sublease are modified as described below for the purpose of incorporation into this Sublease:

(i) With respect to Sections 5.3, 5.4 and 5.5(a) of the Sublease, all references to “Sublandlord” shall be deemed to refer to Sublandlord (not Tenant), and Tenant shall have no obligation to perform any of Sublandlord’s obligations to maintain the Building or the Project; provided, however, that Tenant, upon its receipt of written notice from Subtenant, shall use reasonable efforts to enforce all repair and maintenance obligations of Sublandlord with respect to the Third Floor Space under the Sublease.

(ii) With respect to Section 5.5(b) of the Sublease, all references to “Sublandlord” and “Landlord” shall be deemed to refer to Sublandlord (not Tenant) and Master Landlord respectively.

(iii) With respect to Section 5.6 of the Sublease, Subtenant acknowledges and agrees that Sublandlord, rather than Tenant, shall be responsible for the Building’s and the common area’s compliance with laws as provided in such Section 5.6 and is permitted to include in Operating Costs any costs or expenses incurred in the course of Landlord’s compliance with such Section 5.6, but in no event will Subtenant have any obligation to pay or reimburse Tenant or Sublandlord for such Operating Costs, subject to and without limiting Subtenant’s obligations under 3.a of this Agreement with respect to any excess utility consumption charges or increased real property taxes.

(iv) With respect to Sections 3.3 and 6 of the Sublease, Subtenant acknowledges and agrees that Sublandlord, rather than Tenant, provides the “Project Amenities,” as defined in the Sublease, and Sublandlord is furnishing the services described therein and that Tenant has no ability to control the provision of such “Project Amenities,” services, the cost, frequency or availability of such services, provided however that Tenant shall nonetheless be obligated to provide Subtenant with an equitable share of any benefits achieved as a result of an abatement of rents, if any, as described in Section 6.2 of the Sublease, and further provided that Subtenant shall bear the cost of any “after-hours” HVAC services requested by Subtenant, and that Tenant, upon its receipt of written notice from Subtenant, shall use reasonable efforts to enforce all service obligations of Sublandlord with respect to the Third Floor Space under the Sublease. Also, Subtenant shall be responsible for the payment of any fitness center use fees for Subtenant or any of Subtenant’s employees, agents or invitees, or for any Project or Building amenity for which a separate fee is payable.

(v) With respect to Section 7 of the Sublease, all references to “Sublandlord” shall be deemed to refer to Sublandlord (not Tenant). Subtenant acknowledges and agrees that Tenant bears no responsibility for the determination of the amounts of excess electrical usage, the provider(s) of electrical service, the setting of the “Standard Electrical Usage,” the withholding of consent or any conditions of consent in response to requests to consume excess electrical service, or whether any costs are included as part of Operating Costs or otherwise passed on to Tenant and/or Subtenant. Moreover, Tenant has no right or influence on Sublandlord’s decision to separately meter or submeter electrical usage for the Subleased Premises, including the Third Floor Space. Notwithstanding the foregoing or anything to the contrary in Section 7 of the Sublease, (i) Tenant, upon its receipt of written notice from Subtenant, shall use reasonable efforts to enforce all obligations of Sublandlord with respect to the Third Floor Space under Section 7 of the Sublease, and (ii) the replacement of lamps, starters and ballast for Building standard lights within the Third Floor Space shall be provided at no cost or expense to Subtenant.

(vi) With respect to Section 8.5(a) of the Sublease, if either Master Landlord or Sublandlord elects to terminate the Master Lease pursuant to their respective rights under Section 15.B of the Master Lease, Tenant will promptly notify Subtenant of the same, and this Agreement will terminate concurrently with the termination of the Master Lease. If neither party elects to terminate the Master Lease, Tenant will provide Subtenant with any copies received from Sublandlord of Master Landlord’s notice of time necessary to complete repairs pursuant to Section 15.C of the Master Lease and/or Sublandlord’s estimate of additional time necessary for that party to complete repairs required pursuant to the provisions of Article 15 of the Master Lease, and Subtenant will have the same right to terminate this Agreement as Tenant and Sublandlord have to terminate the Master lease described in the second (2^nd) sentence of Section 15.C of the Master Lease as incorporated herein; provided that Tenant shall not exercise any right it may have to terminate the Sublease pursuant to Section 8.5(a) of the Sublease without Subtenant’s prior written approval, which approval shall not be unreasonably withheld or delayed.

(vii) With respect to Section 17.A of the Master Lease and the corresponding modification in Section 8.5(b) of the Sublease, the second (2^nd) clause (i) is modified to provide that Tenant may terminate this Agreement with respect to an assignment of this Agreement by Subtenant to any party other than a Permitted Transferee.

(viii) With respect to Section 17.E of the Master Lease and the corresponding modification made under Section 8.5(c) of the Sublease, provided that Tenant deems the net worth, at the time of transfer, of a “Permitted Transferee” to be sufficient to perform the obligations of Subtenant under this Agreement, Tenant shall not withhold its consent to such a transfer on the basis of insufficient net worth.

(ix) With respect to Sections 15 and 16 of the Master Lease and the corresponding modification made under Section 8.5(d) of the Sublease, Subtenant shall receive proportionate or other equitable share of benefits conferred upon Tenant (including abatement and termination rights), subject to the provisions of Section 6(e)(i) above.

(x) With respect to Section 21(g) of the Master Lease and the corresponding modification made under Section 8.5(e) of the Sublease, Subtenant shall allow Sublandlord to enter the Third Floor Space, subject to Sublandlord’s obligations (which obligations shall be applicable to both Tenant and Subtenant) under Section 8.5(e) of the Sublease, any Telecom Riser Room and Mechanical Room (as these terms are defined in the Sublease) and other similar facilities located on the Third Floor Space for any of the purposes expressed in Section 8.5(e) of the Sublease. Tenant shall promptly notify Subtenant of Sublandlord’s notices and requests in this regard.

(xi) With respect to Section 18 of the Sublease, Subtenant shall accept the FF&E in its current condition and configuration without any warranty of fitness from Tenant or any warranty concerning the condition of any cabling currently located in or serving the Third Floor Space. Subtenant has no rights under Section 18 of the Sublease to move or remove any FF&E from or within the Third Floor Space without the prior written approval of Sublandlord and Tenant (which approval shall not be unreasonably withheld or delayed). Tenant is not obligated to spend any funds on any move or removal of FF&E desired by Subtenant.

(xii) With respect to Section 23 of the Sublease, notwithstanding anything to the contrary in this Agreement, Tenant shall have no right to renovate or make any “Renovations”, as defined in the Sublease, to the Third Floor Space. All references in Sections 21 and 23 to “Sublandlord” shall be deemed to refer to Sublandlord (not Tenant). Subtenant agrees that any “Renovations,” as defined in the Sublease, if undertaken by Sublandlord shall in no way constitute a constructive eviction of Subtenant except as set forth in the terms of the Sublease as incorporated herein.

(xiii) Subtenant agrees that Tenant shall not be required to perform any of the covenants, agreements and/or obligations of Sublandlord or Master Landlord under the Lease or the Sublease; provided, however, that upon request by Subtenant, Tenant shall use reasonable efforts to enforce all covenants, agreements, and obligations of Sublandlord and Master Landlord affecting the Third Floor Space, under the Sublease and Master Lease, respectively. In addition, Tenant shall have no obligation to perform any repairs or other obligation of the Master Landlord under the Master Lease or of Sublandlord under the Sublease. Notwithstanding the foregoing, Tenant shall promptly and diligently take such action as may be reasonably required or indicated, under the circumstances, to secure such performance of Sublandlord to perform its respective obligations under the Sublease or Lease for the benefit of Subtenant; the foregoing provision will in no event be construed to require that Tenant commence any litigation against Master Landlord or Sublandlord.

7. Default. It shall constitute an “event of default” hereunder if Subtenant fails to perform any obligation hereunder (including, without limitation, the obligation to pay Sub-Rent), or any obligation under the Master Lease or Sublease which has been incorporated hereunder by reference, and in each instance Subtenant has not remedied such failure after delivery of written notice as required under this Agreement and the passage of cure periods prescribed in Section 13 of the Master Lease as incorporated herein, provided that with respect to non-monetary defaults, Subtenant’s cure period for defaults under clause (iii) of Section 13 of the Master Lease shall be changed to twelve (12) days after written notice from Tenant, provided that if the nature of the default is such that it cannot reasonably be cured within such 12-day period, then Subtenant shall not be deemed in default under this Agreement if it commences its cure within such 12-day period and thereafter diligently prosecutes such cure to completion. However the un-enumerated “events of default” described in Section 13 of the Master Lease shall remain applicable as set forth therein. In addition, any failure by Subtenant to pay Sub-Rent when due (and the continuance of such failure for five (5) days following written notice from Tenant to Subtenant) shall be deemed a default hereunder. Any such default by Subtenant shall entitle Tenant to exercise any and all remedies available to Landlord under the Lease or Sublandlord under the Sublease, or any other remedies available at law or in equity under the laws of the State of California.

a. By Tenant. In the event of a failure by Tenant to perform any of its covenants or agreements under this Agreement, Subtenant shall give Tenant written notice of such failure and shall give Tenant five (5) days more than the period provided in Section 10.2 of the Sublease to cure or commence to cure such failure prior to any claim for breach or damages. Subtenant’s exclusive remedies against Tenant shall be those set forth in Section 10.2 of the Sublease. Notwithstanding the foregoing, Tenant hereby acknowledges that Tenant’s failure to pay the rent and other sums owing by Tenant to Sublandlord under the Sublease will cause Subtenant to incur damages, costs and expenses not contemplated by this Sublease, especially in those cases where Subtenant has paid sums to Tenant hereunder which correspond in whole or in part to the amounts owing by Tenant to Sublandlord under the Sublease. Accordingly, Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Tenant hereunder for those items which also are owed by Tenant to Sublandlord under the Master Lease directly to Sublandlord on the following terms and conditions: (i) Subtenant reasonably believes that Tenant has failed to make any payment required to be made by Tenant to Sublandlord under the Sublease and Tenant fails to provide adequate proof of payment within two (2) business days after Subtenant’s written demand requesting such proof; (ii) Subtenant shall provide to Tenant concurrently with any payment to Sublandlord reasonable evidence of such payment; and (iii) if Tenant notifies Subtenant that it disputes any amount demanded by Sublandlord, Subtenant shall not make any such payment to Sublandlord unless Sublandlord has provided a three-day notice to pay such amount or forfeit the Sublease. Any sums paid directly by Subtenant to Sublandlord in accordance with this section shall be credited toward the amounts payable by Subtenant to Tenant under this Agreement.

8. Protection of Tenant. Subtenant shall keep the Third Floor Space free and clear of all liens or claims of lien arising out of any work performed, materials furnished or obligations incurred by Subtenant or for its benefit on or to the Third Floor Space, and Subtenant agrees to indemnify, defend and hold harmless the Tenant in connection therewith. Subtenant agrees that it will occupy the Third Floor Space in accordance with the terms of the Master Lease and Sublease and will not suffer to be done or omit any act which may result in a violation of or a default of any of the terms and conditions of the Master Lease and Sublease or render Tenant liable for any damage, charge or expense thereunder (except as expressly provided herein).

a. Notwithstanding any other term or provision of this Agreement, the liability of Tenant to Subtenant for any default in Tenant’s obligations under this Agreement shall be limited to actual, direct damages, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Tenant (or otherwise be indemnified by Tenant) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure (through no fault or action of Subtenant) of Sublandlord or Landlord, any or of their respective partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease or Sublandlord’s obligations under the Sublease, (b) lost revenues, lost profits or other consequential, special or punitive damages arising in connection with this Agreement for any reason or (c) any damages or other liability arising from or incurred in connection with the condition of the Third Floor Space (through no fault of Tenant) or suitability of the Third Floor Space for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available under the applicable law as well as actual, direct damages. No personal liability shall at any time be asserted or enforceable against Tenant, its stockholders, officers, directors or partners on account of any of Tenant’s obligations or actions under this Agreement. In the event of any assignment or transfer of Tenant’s interests under this Agreement, which may occur at any time during the Term in Tenant’s sole discretion, and if and only if such assignment or transfer by Tenant does not cause a termination of this Agreement, the Master Lease or Sublease, Tenant shall be and hereby is entirely relieved of all covenants and obligations assumed hereunder that first accrue after the date of such a transfer or assignment, and such transferee or assignee shall be deemed to have assumed and shall execute all such covenants and obligations. Tenant shall transfer and deliver any then existing Security Deposit to the transferee or assignee, and thereupon be discharged from any further liability with respect to the Security Deposit. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Subtenant be liable to Tenant for any lost revenues, lost profits or other consequential, special or punitive damages incurred by Tenant for any reason, including, without limitation, any default by Subtenant under this Agreement. No personal liability shall at any time be asserted or enforceable against Subtenant, its stockholders, officers, directors or partners on account of any of Subtenant’s obligations or actions under this Agreement.

9. No Further Assignment or Sublet. Subtenant shall not assign or further sublet the Third Floor Space except subject to and in compliance with all of the terms and conditions of the Sublease and Master Lease. Specifically, Subtenant is not permitted to divide or partition the Third Floor Space, unless permitted by Sublandlord; Tenant shall not withhold its consent to an assignment or subletting of a portion of the Third Floor Space if Sublandlord approves of such an assignment or subletting. Fifty percent (50%) of all excess rent (calculated as provided in Section 17.B of the Master Lease) received in connection with any such assignment or sublease shall be payable to Tenant as and when received by Subtenant. In connection with any proposed assignment or subletting by Subtenant that is otherwise in accordance with the provisions of Section 17.A of the Master Lease, Tenant waives any right it may have to terminate this Agreement, provided that Subtenant acknowledges and agrees that such waiver does not affect the rights of Master Landlord and/or Sublandlord to terminate the Master Lease and/or Sublease as to the Third Floor, the Subleased Premises or the Building.

10. Attorneys Fees. If Subtenant or Tenant brings an action to enforce the terms of this Agreement or to declare rights under this Agreement, the prevailing party who recovers substantially all of the damages, equitable relief or other remedy sought in any such action on trial and appeal shall be entitled to receive from the other party its costs associated therewith, including, without limitation, reasonable attorneys fees.

11. Indemnity/Insurance. Subtenant shall indemnify, defend, protect, and hold harmless Tenant and its officers, agents, employees, successors and assigns (collectively, “Tenant’s Agents”) from and against all claims, demands, actions, causes of action, judgment, liability, losses and expenses (including attorneys fees) (collectively “Claims”) which may be brought against Tenant or Tenant’s Agents or which Tenant or Tenant’s Agents may pay or incur by reason of: (i) any failure (through no fault of Tenant or any other subtenant of Tenant) to perform or observe any of the terms and conditions of or any breach or default of this Agreement, the Sublease or Master Lease (as these are incorporated herein; through no fault of Tenant or any other subtenant of Tenant) by Subtenant; (ii) a misrepresentation by Subtenant of the matters set forth herein, or (iii) the negligence or willful misconduct of Subtenant or Subtenant’s employees, agents, contractors, or invitees in or about the Third Floor Space during the Term to the extent that the Claims are not caused by the negligence or willful misconduct of Tenant or Tenant’s Agents. Tenant shall indemnify, defend, protect, and hold harmless Subtenant and its officers, agents, employees, successors and assigns (collectively, “Subtenant’s Agents”) from and against all Claims which may be brought against Subtenant or Subtenant’s Agents or which Subtenant or Subtenant’s Agents may pay or incur by reason of: (i) any failure (through no fault of Subtenant) to perform or observe any of the terms and conditions of or any breach or default of this Agreement, the Sublease or the Master Lease (through no fault of Subtenant) by Tenant; (ii) a misrepresentation by Tenant of the matters set forth herein; or (iii) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, or invitees in or about the Third Floor Space to the extent that the Claims are not caused by the negligence or willful misconduct of Subtenant or Subtenant’s Agents. Subtenant hereby agrees to obtain and provide evidence satisfactory to Tenant by means of an insurance certificate, on or before the Commencement Date of this Agreement, that Subtenant is carrying insurance on the Third Floor Space in the same amounts and of the same types required to be carried by Tenant with regard to the Subleased Premises.

12. Notices. Notices by Tenant and Subtenant shall be given to each other in the same manner provided by the Sublease to the following addresses:

13. Brokers. Tenant agrees, pursuant to separate agreement, to pay the brokerage fee of Cushman & Wakefield (“C&W”), representing Subtenant, and Studley (“Studley”), representing Tenant, in consideration of Subtenant’s execution, delivery and performance of this Agreement, but only if Landlord and Sublandlord consent to this Sub-Sublease. C&W and Studley are referred to herein each as a “Broker”. Neither Tenant nor Subtenant shall have any obligation to pay any commissions to any other broker. Tenant and Subtenant each warrant and represent to the other that, with the exception of the respective Broker of each, they have not employed or dealt with any other real estate broker or agent in connection with this Agreement. Tenant and Subtenant covenant and agree, each to the other, to indemnify the other against any loss, liability, costs, claims, demands, damages, actions, causes of action, and suits resulting from the claims of any real estate broker, finder or agent other than Broker claiming by, through or under the acts of the indemnifying party.

14. Parking. During the Term, Subtenant shall be permitted to use 142 (3.78 spaces per 1,000 rentable square feet in the Third Floor Space) of the parking spaces allocated to Tenant in the Sublease on an unreserved basis, subject to the provisions of Section 16 of the Sublease.

15. Signage. At Subtenant’s sole cost and expense, Subtenant shall have the right to install (i) building standard signage at the entrance to the Third Floor Space and on the tenant directory in the Building lobby, subject to written approval of Master Landlord and Sublandlord, and (ii) signage within the space of Tenant’s Monument Sign (as defined in the Sublease) allocation under the Sublease, subject to the written approval of Master Landlord, Sublandlord, and Tenant (which approval by Tenant shall not be unreasonably withheld or delayed).

16. Server Room. Subtenant hereby acknowledges that Tenant’s server room for the Subleased Premises is located in the Second Floor Space. Subtenant shall at all times have access to the server room, however, Subtenant acknowledges that potential subtenants for the Second Floor Space may also want to use part of the Server Room and agrees to work with and otherwise reasonably cooperate with Tenant and potential subtenants on such space sharing arrangements as needed.

17. Holdover. Should Subtenant hold over after the expiration or earlier termination of this Agreement with the express or implied consent of Tenant, such tenancy shall be from month-to-month only and shall not constitute a renewal or extension hereof for any further term. Such month-to-month tenancy shall be subject to the terms and provisions of this Agreement, except that Subtenant shall pay Sub-Rent in an amount equal to one hundred fifty percent (150%) of the Sub-Rent (and any Additional Rent, if any) due for the month immediately preceding the holdover period. Nothing contained in this Section 17 shall be construed as consent by Tenant to any holding over by Subtenant, and Tenant expressly reserves the right to recover immediate possession of the Third Floor Space by summary proceedings or otherwise. Subtenant shall be liable for all damages caused by Subtenant’s holdover, including without limitation, consequential damages suffered by Tenant, Sublandlord and/or Master Landlord from the holdover. Subtenant expressly acknowledges that damages resulting from Subtenant’s holdover may include all holdover rent charged by Master Landlord under the Master Lease.

18. Right to Grant Security Interest. Subtenant hereby acknowledges that Tenant is the borrower under a credit facility from Silicon Valley Bank (“Lender”), under which Tenant may only enter into a sublease if such sublease does not prohibit Lender from taking a security interest in such sublease. By signing this Agreement, Subtenant agrees that it consents to any security interest taken by Lender and agrees to execute such commercial reasonable documentation evidencing such security interest that does not in any way increase Subtenant’s obligations, adversely affect Subtenant’s rights under this Sublease, and otherwise complies with the terms and conditions of the Sublease, as Lender shall reasonably require.

19. Consent of Landlord, Sublandlord, and SF Master Lessor. This Agreement and all of Tenant’s and Subtenant’s obligations hereunder shall be contingent upon receipt of (i) the written consent to this Agreement by Master Landlord and Sublandlord in form reasonably acceptable to Tenant and Subtenant, and (ii) the written consent of Forty Five Fremont Associates(the “SF Master Lessor”) to the proposed sublease between Tenant and Blackrock Institutional Trust Company, N.A., of premises located at 45 Fremont Street in San Francisco, CA (collectively, the “Consents”). If Tenant fails to obtain any of the Consents from Master Landlord, Sublandlord, or SF Master Lessor by November 28, 2010, then Tenant or Subtenant may, at any time thereafter until such Consents are obtained, terminate this Agreement upon written notice to the other party, whereupon Tenant shall promptly return to Subtenant all prepaid Sub-Rent, the Security Deposit, and all other monies paid to Tenant under this Agreement, and the parties shall thereafter be relieved of all further obligations and liabilities under this Agreement. Tenant will use its reasonable best efforts to obtain all of the Consents as promptly as practicable, will keep Subtenant reasonably informed regarding Tenant’s progress in obtaining the Consents, and promptly upon request by Subtenant, will deliver reasonable evidence to Subtenant of any Consents that Tenant has obtained.

20. Alterations. Subtenant shall not make, or suffer to be made, any alteration or addition to the Third Floor Space, or any part thereof, without obtaining Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed. In addition, Subtenant shall comply with the provisions of Section 7 of the Lease and Section 14.2 (except Section 14.2(f)) of the Sublease, including, without limitation, obtaining consent from Master Landlord and/or Sublandlord to the extent required under such Sections of the Lease and Sublease, respectively.

21. Access System. Subtenant shall have the right to “tie in” Subtenant’s security system to the existing card reader system in place at the Building and Leased Premises in order to allow Subtenant to regulate access within the Third Floor Space. In connection therewith, Subtenant shall comply with and be subject to the provisions of Section 19 of the Sublease.

22. Security Deposit. Within five (5) days after Subtenant’s and Tenant’s execution of this Agreement, Subtenant shall provide Tenant with a letter of credit (“LOC”) in the amount of $82,090 (the “Security Deposit”), issued by Silicon Valley Bank or other recognized banking institution reasonably acceptable to Tenant. Tenant may draw against the letter of credit if Subtenant is in default (beyond applicable notice and cure periods) of any of its obligations under this Agreement or is the subject of a bankruptcy proceeding or similar proceeding, and shall not expire until Subtenant has vacated the Third Floor Space and completion any restoration work required hereunder of Subtenant. The Security Deposit shall be held by Tenant as security for the faithful performance by Subtenant of all the provision of this Agreement to be performed or observed by Subtenant. If Subtenant defaults (beyond applicable notice and cure periods) in its obligation to pay Sub-Rent or other sums due hereunder, or otherwise defaults (beyond applicable notice and cure periods) with respect to any provisions of this Agreement, Tenant may use, apply or retain the Security Deposit for the payment of any Sub-Rent or other sum in default or for the payment of any other sum to which Tenant may be obligated by reason of Subtenant’s default, or to compensate Tenant for any loss or damage which Tenant may suffer thereby. If Tenant so uses or draws on all or any portion of the LOC, Subtenant shall within five (5) days after demand therefore deposit cash with Tenant in an amount sufficient to restore the Security Deposit (including the remaining balance of the LOC) to the full amount thereof and Subtenant’s failure to do so shall be a material breach of this Agreement. Tenant shall not be required to keep the Security Deposit-related moneys separate from Tenant’s general accounts. Tenant shall return the original LOC and any Security Deposit-related moneys, or so much thereof as has not theretofore been applied by Tenant to cure any default by Subtenant, without interest, to Subtenant following expiration of the Term and Subtenant’s vacation of the Third Floor Space and completion of any restoration work required of Subtenant hereunder. No trust relationship is created herein between Tenant and Subtenant with respect to the Security Deposit. Subtenant hereby waives any and all rights under and the benefits of Section 1950.7 of the California Civil Code, and all other provisions of law now in force or that become in force after the date of this Sub-Sublease, to the extent that such laws provide that Tenant may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Subtenant, or to clean the Third Floor Space. Tenant and Subtenant agree that Tenant may, in addition, claim those sums reasonably necessary to compensate Tenant for any other foreseeable or unforeseeable loss or damage caused by the Subtenant’s or Subtenant’s Agents default of any of its obligations under this Agreement.

23. USA Patriot Act Disclosures. To the best of Subtenant’s current actual knowledge, Subtenant is currently in compliance with and shall at all times during the Term remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”) (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), other governmental actions relating thereto. In the event the representations made by Subtenant in the preceding sentence are untrue or become untrue in the future, and Subtenant fails to cure such default within the time provided for non-monetary defaults after Subtenant receives notice thereof from Tenant, Subtenant shall be in default under this provision.

24. Representations of Tenant. Tenant represents to Subtenant that (i) a true, complete, and correct copy of the Master Lease, as provided to Tenant by Sublandlord, is attached hereto as Exhibit A, and a true, complete, and correct copy of the Sublease is attached hereto as Exhibit B, (ii) the Sublease, and to Tenant’s knowledge, the Master Lease are each in full force and effect and have not been amended, and that, to Tenant’s knowledge, no default exists on the part of Tenant, Sublandlord or Master Landlord under the Sublease or Master Lease, (iii) Tenant has the right and power to execute and deliver this Sublease and to perform its obligations hereunder, subject only to Sublandlord’s and Master Landlord’s consent, (iv) to Tenant’s knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Tenant, which could adversely affect the Third Floor Space or any part thereof or the ability of Tenant to perform its obligations under the Sublease and Master Lease, or of Tenant to perform its obligations under this Agreement, and Tenant is not aware of any facts which might result in any such actions, suits or proceedings; (v) to Tenant’s knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Third Floor Space or any portion thereof, and Tenant has no knowledge that any such action currently is contemplated; (vi) Tenant has not received any notice from any insurance company of any defects or inadequacies in the Third Floor Space or any part thereof which could adversely affect the insurability of the Third Floor Space or the premiums for the insurance thereof; and (vii) to Tenant’s knowledge, (1) no Hazardous Materials are present in, on or under the Third Floor Space or Building or the soil, surface water or groundwater thereof in violation of any applicable environmental law, and (2) no notice of any action, proceeding or claim, pending or threatened, regarding the Building or land of which it is a part concerning any Hazardous Materials or pursuant to any environmental laws has been provided to or served upon Tenant. Tenant (x) shall continue to perform the obligations of “Subtenant” under the Sublease which are not incorporated herein, including the obligation of Tenant to pay rent to Sublandlord in accordance with the provisions of the Sublease, (y) shall not amend or modify the Sublease in any way so as to materially or adversely affect Subtenant or its interest hereunder, increase Subtenants obligations hereunder, or materially restrict Subtenant’s rights hereunder, and (z) agrees not to voluntarily terminate, cancel or surrender the Sublease with respect to the Third Floor Space that will cause a termination of Subtenant’s right of possession, during the Term for any reason, without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed.

25. Miscellaneous. Any term not defined herein shall have the meaning ascribed to it in the Sublease or the Master Lease, as the case may be. This Agreement shall be governed by the laws of the State of California. Time shall be of the essence with regard to the obligations under this Agreement. This Agreement supersedes all prior discussions and agreements between the parties and incorporates their entire agreement. All indemnifications made by Tenant and Subtenant in this Agreement shall survive the expiration or earlier termination of this Agreement. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals the day and year first above written.

By: /s/ Eric R. Ludwig
Name: Eric R. Ludwig
Title: Senior Vice President and Chief Financial Officer

This Transitional Employment Agreement (“Agreement”) is entered into as of September 28, 2010, by and between Kevin S. Chou (“Employee”) and Glu Mobile Inc. (the “Company”) (collectively referred to as the “Parties”).

WHEREAS, Employee is currently employed by the Company as its Vice President and General Counsel;

WHEREAS, the Parties wish to provide for the transition of employment for Employee, and the Parties wish to agree upon the terms and conditions applicable to such transitional period of employment and upon Employee’s termination of employment with the Company;

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

1. Transitional Employment. Employee shall continue in active employment with the Company for the “Transitional Period,” which shall commence as of the date of this Agreement and which shall continue until October 15, 2010 (the “Termination Date”). Notwithstanding the foregoing, Employee’s employment with the Company during the Transitional Period will be at-will and may be terminated by Employee or by the Company at any time for any reason.

2. Resignation of Titles and Positions. Effective as of the Termination Date, Employee’s employment with the Company will terminate, and, unless requested earlier during the Transitional Period, Employee will relinquish all titles and positions then held by Employee with the Company or any subsidiary of the Company.

3. Compensation and Benefits During Transitional Period. During the Transitional Period, Employee will continue to receive payment of his salary, based on his current annual base salary of $240,000, and will continue to participate in applicable Company employee benefit plans, subject to the terms and conditions of such plans. During the Transitional Period, Employee’s options to purchase Company common stock (“Company Options”) will continue to vest in accordance with their terms. Employee shall continue to be eligible for any bonuses during the Transitional Period.

(a) Accrued Payments and Benefits. On the Termination Date or upon the termination of the employment of Employee for any reason prior to the Termination Date (such date of termination prior to the Termination Date, the “Separation Date”), the Company shall pay to Employee all amounts and benefits that have accrued or were earned but remain unpaid through the date of termination in respect of salary and unreimbursed expenses, including any accrued vacation (the “Accrued Benefits”). Employee’s health insurance benefits will cease on the Termination Date or Separation Date, as applicable, subject to Employee’s eligibility and timely election to continue group health coverage under COBRA. Employee’s participation in all other employee benefits plans will cease on the Termination Date or Separation Date, as applicable, and Employee will cease accruing employee benefits, including, but not limited to, paid time off, as of such Termination Date or Separation Date. Except as otherwise set forth herein, Employee shall have the period of time following the Termination Date or Separation Date, as applicable, specified in the governing written stock option agreement to exercise any Company Options that are then vested and outstanding. Any Company Options that remain unvested as of the Termination Date or Separation Date, as applicable, shall expire effective as of such Termination Date or Separation Date.

(b) Payments Upon Termination. Provided that the employment of Employee is not terminated by the Company for Cause (as defined in that certain Change of Control Severance Agreement dated as of October 10, 2008 by and between Employee and the Company (the “COC Agreement”)) or by Employee for any reason prior to the Termination Date, then in addition to the Accrued Benefits, subject to (1) Employee’s execution and delivery to the Company of a signed general release of claims in favor of the Company, in substantially the form attached hereto as Exhibit A (the “Release”) and (2) Employee’s execution and delivery to the Company of a signed consulting agreement in substantially the form attached hereto as Exhibit B (the “Consulting Agreement”), the Company will provide Employee with the following benefits (collectively, the “Termination Benefits”):

(i) A lump sum payment of $90,000 (an amount equal to ^4.5/₁₂ of Employee’s current base salary of $240,000), payable not later than seven (7) days following the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for Cause or by Employee for any reason prior to the Termination Date), as applicable, provided the Release is effective at such time;

(ii) A payment equal to the amount Employee would have received under the Company’s 2010 Executive Bonus Plan (the “Bonus Plan”) had Employee been employed with the Company on the date bonuses are paid under the Bonus Plan, payable within two weeks of the date bonuses are paid under the Bonus Plan, but in no event later than March 15, 2011;

(iii) Provided Employee timely elects COBRA continuation coverage, the Company shall reimburse Employee for applicable COBRA premiums for a period of ten (10) months, or if earlier, until the date Employee becomes covered under the group health plan of another employer;

(iv) The post-termination exercise period applicable to vested Company Options held by Employee as of the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for Cause or by Employee for any reason prior to the Termination Date), as applicable, shall be extended to August 15, 2011; however options intended to be incentive stock options so held by Employee shall become nonstatutory stock options as a result of such extension; and

(v) Subject to a review by the Company’s Information Technology department for Company confidential proprietary information, Employee shall retain the laptop computer and iPhone (including iPhone phone number) previously provided to Employee by the Company; it being understood that any proprietary information that may remain on such laptop computer and iPhone shall remain confidential information of the Company and remain subject to the Proprietary Information and Inventions Agreement between Employee and the Company (the “PIIA”).

5. No Mitigation Required. Employee shall not be required to seek other employment or to attempt in any way to reduce amounts payable to him pursuant to this Agreement. Further, the amount of benefits provided under this Agreement shall not be reduced by any compensation earned by or other benefits provided to Employee as a result of employment by another employer or other consulting arrangements following the Termination Date or Separation Date (to the extent that the employment of Employee was not terminated by the Company for Cause or by Employee for any reason prior to the Termination Date), as applicable.

6. Confidential Information. During the Transitional Period and following the Separation Date or Termination Date, as the case may be, Employee shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and shall continue to comply with the terms and conditions of the PIIA. Employee shall return all of the Company’s property (other than as set forth in Section 4(b)(v) above) and confidential and proprietary information in his possession to the Company on the Separation Date or Termination Date, as the case may be.

7. Non-Solicitation. Employee agrees that for a period of twelve (12) months immediately following the Separation Date or Termination Date, as the case may be, Employee shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage, or take away employees of the Company, either for himself or any other person or entity; provided, however, that the posting of general job advertisements which result in the application by the Company’s employees for another position shall not in and of itself be a breach of this provision. Employee further agrees not to otherwise interfere with the relationship of the Company or any of its subsidiaries or affiliates with any person who, to the knowledge of Employee, is employed by or otherwise engaged to perform services for the Company or its subsidiaries or affiliates (including, but not limited to, any independent sales representatives or organizations) or who is, or was within the then most recent prior twelve-month period, a customer or client of the Company, or any of its subsidiaries.

8. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with this Agreement.

9. Post-Termination Assistance. Following the Termination Date, Employee shall provide information and assistance to the Company pursuant to the terms of the Consulting Agreement. If Employee fails to provide information and assistance to the Company pursuant to the terms of the Consulting Agreement, then the Company shall no longer have any obligation to make any further payments to Employee subject to Section 4(b) of this Agreement following the date of notice of such failure, unless such failure is promptly cured to the reasonable satisfaction of the Company.

10. Indemnification. Employee shall indemnify, defend and hold harmless the Company, its officers, directors, employees and agents (each, an “Indemnified Party”) from and against any and all claims, actions, suits, demands, obligations, and proceedings of any kind threatened, asserted, or filed against any Indemnified Party by any third party (any or all of the foregoing, “Claims”), and any and all damages, costs, liabilities, judgments or expenses (including reasonable attorneys’ fees and costs) incurred in connection with such Claims by any Indemnified Party directly arising from Employee’s failure to repay his obligations under, or otherwise comply with the terms and conditions of, Employee’s loan from Great West Life & Annuity Insurance Company.

11. Arbitration. The Parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be submitted to the American Arbitration Association and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes (the “Rules”). All arbitration proceedings shall be conducted in San Mateo County, California.

Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Employee and the Company. Accordingly, except as provided for by the Rules, neither Employee nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. The Parties expressly waive any entitlement to have such controversies decided by a court or a jury. In addition to the right under the Rules to petition the court for provisional relief, Employee agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement in particular Section 6 of this Agreement.

12. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him/her to bind them to the terms and conditions of this Agreement.

13. No Representations. The Parties represent that each has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.

14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of the Parties.

15. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s relationship with the Company, and supersedes and replaces any and all prior agreements and understandings between the Parties concerning the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of (a) the PIIA, (b) the agreements governing the Company Options (including the equity compensation plans under which such Company Options were granted), (c) any agreements between the Company and Employee relating to any and all right that Employee may have to indemnification by the Company pursuant to the by-laws and certificate of incorporation of the Company or pursuant to any agreement between the Company and Employee or (d) the COC Agreement.

16. Public Filing. Employee and the Company understand and agree that this Agreement will need to be filed with the Securities and Exchange Commission and that its confidentiality cannot be protected.

17. Withholding. All sums payable to Employee hereunder are subject to all federal, state, local and other withholding and similar taxes and payments required by applicable law.

18. Code Section 409A. It is the intent of the Parties that any termination of employment of Employee is intended to constitute a “separation from service” as such term is described in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (“Section 409A”). If any payments or benefits due under this Agreement would subject Employee to any penalty tax imposed under Section 409A, if such payments and benefits were made at the time as contemplated herein, then the Parties agree to cooperate with each other and to take reasonably necessary steps to avoid the imposition of any such penalty tax. In addition to the foregoing, if Employee is deemed to be a “specified employee” within the meaning of Section 409A and if any of the Termination Benefits described herein would be subject to Section 409A, then the Parties agree that such Termination Benefits shall be withheld and not paid to Employee until the six-month anniversary of the Termination Date or Separation Date, as applicable.

19. No Waiver. The failure of any party to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms and conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms or conditions. This entire Agreement shall remain in full force and effect as if no such forbearance or failure of performance had occurred.

20. No Oral Modification. Any modification or amendment of this Agreement, or additional obligation assumed by either party in connection with this Agreement, shall be effective only if placed in writing and signed by both Parties or by authorized representatives of each party.

21. Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and it shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of California, without regard to conflict of law principles. To the extent that either party seeks injunctive relief in any court having jurisdiction for any claim relating to the alleged misuse or misappropriation of trade secrets or confidential or proprietary information, each party hereby consents to personal and exclusive jurisdiction and venue in the state and federal courts of the State of California.

22. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

23. Successors and Assigns. This Agreement, and any and all rights, duties, and obligations under this Agreement, will not be assigned, transferred, delegated, or sublicensed by Employee without the Company’s prior written consent.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.


Dated: September 28, 2010		By /s/ Eric R. Ludwig

		Kevin S. Chou, an individual
Dated: September 28, 2010		/s/ Kevin S. Chou

1. This General Release of All Claims (hereinafter “Agreement”) is entered into by and between Kevin S. Chou (hereinafter “Employee”) and Glu Mobile Inc. (hereinafter the “Company”).

WHEREAS Employee and the Company desire to mutually, amicably and finally resolve and compromise all issues and claims surrounding Employee’s employment by the Company and the termination thereof;

NOW THEREFORE, in consideration for the mutual promises and undertakings of the parties as set forth below, Employee and the Company hereby enter into this Agreement.

3. Consideration. In consideration of the payments and benefits offered to Employee by the Company pursuant to the Transitional Employment Agreement by and between Employee and the Company dated September 28, 2010 (the “Transitional Employment Agreement”), and in connection with the termination of Employee’s employment, Employee agrees to the following general release (the “Release”).

(a) In further consideration for the payment and undertakings described above, to the fullest extent permitted by law, Employee, individually and on behalf of his attorneys, representatives, successors, and assigns, does hereby completely release and forever discharge the Company, its affiliated and subsidiary corporations, and its and their shareholders, officers and all other representatives, agents, directors, employees, successors and assigns, from all claims, rights, demands, actions, obligations, and causes of action of any and every kind, nature and character, known or unknown, which Employee may now have, or has ever had, against them arising from or in any way connected with the employment relationship between the parties, any actions during the relationship, or the termination thereof. This release covers all statutory, common law, constitutional and other claims, including but not limited to, all claims for wrongful discharge in violation of public policy, breach of contract, express or implied, breach of covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, intentional or negligent misrepresentation, discrimination, any tort, personal injury, or violation of statute including but not limited to Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, which Employee may now have, or has ever had. The parties agree that any past or future claims for money damages, loss of wages, earnings and benefits, both past and future, medical expenses, attorneys’ fees and costs, reinstatement and other equitable relief, are all released by this Agreement.

(b) Employee and the Company do not intend to release claims that Employee may not release as a matter of law, including but not limited to claims for indemnity under California Labor Code section 2802.

(c) To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

(d) Employee and the Company do not intend to release any and all right that Employee may have to indemnification by the Company pursuant to the by-laws and certificate of incorporation of the Company and pursuant to any agreement between the Company and Employee.

5. Waiver of Unknown Claims. Employee has read or been advised of Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee understands that Section 1542 gives him the right not to release existing claims of which he is not now aware, unless he voluntarily chooses to waive this right. Having been so apprised, he nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, and elects to assume all risks for claims that now exist in his favor, known or unknown.

6. Non-Admission. It is understood and agreed that the furnishing of the consideration for this Agreement shall be deemed or construed as an admission of liability or wrongdoing of any kind by the Company.

(a) To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will Employee pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which he may now have, has ever had, or may in the future have against the Company and/or any officer, director, employee or agent of the Company, which is based in whole or in part on any matter covered by this Agreement.

(b) Nothing in this paragraph shall prohibit Employee from filing a charge or complaint with a government agency such as but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair Employment and Housing, or other applicable state agency. However, Employee understands and agrees that, by entering into this Agreement, he is releasing any and all individual claims for relief, and that any and all subsequent disputes between the Company and Employee shall be resolved in arbitration.

(c) Nothing in this Agreement shall prohibit or impair Employee or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

8. Waiver of Right to Reemployment. Employee agrees that he will not be entitled to any further employment with the Company. He therefore waives any claim now or in the future to other employment or reemployment with the Company, or any of its related entities, and agrees that he will not apply for nor accept employment with the Company or any of its related entities in the future.

9. Mutual Nondisparagement. Employee agrees that he will, and the Company agrees to cause its executive officers and directors to, refrain from making any adverse, derogatory or disparaging statements about the other (and in the case of the Employee with respect to such statements, Employee agrees to refrain from such statements concerning the Company, its board of directors, officers, management, practices or procedures, or business operations) to any person or entity. Nothing in this paragraph shall prohibit Employee from providing truthful information in response to a subpoena or other legal process.

10. Return of Company Property; Obligation to Protect Proprietary Information. To the extent Employee has not already done so, he agrees to return to the Company all Company property (other than pursuant to Section 4(b)(v) of the Transitional Employment Agreement), including but not limited to the files and documents, whether electronic or hardcopy, and whether in Employee’s possession or under his control. Employee also understands that whether he signs this Agreement or not, he must maintain the confidentiality of Company trade secrets, confidential and/or proprietary information (“Proprietary Information”), and not make use of any Proprietary Information on behalf of anyone.

11. Acknowledgement of Representation or Opportunity to be Represented by Counsel; Attorneys’ Fees. Employee acknowledges that he has been or had the opportunity to be represented by counsel in the negotiation and preparation of this Agreement. The parties further agree that each party will be responsible for his or its own attorney’s fees and costs incurred in connection with this Agreement.

12. Arbitration. Employee and the Company agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be submitted to the American Arbitration Association and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes (the “Rules”). All arbitration proceedings shall be conducted in San Mateo County, California. Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Employee and the Company. Accordingly, except as provided for by the Rules, neither Employee nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Employee and the Company expressly waive any entitlement to have such controversies decided by a court or a jury. In addition to the right under the Rules to petition the court for provisional relief, Employee agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement.

13. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California.

14. Savings Clause. Should any of the provisions of this Agreement be determined to be invalid by a court, arbitrator, or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein. Specifically, should a court, arbitrator, or agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims, and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

15. Complete and Voluntary Agreement. This Agreement, together with the Proprietary Information and Inventions Agreement between Employee and the Company, constitutes the entire understanding of the parties on the subjects covered. Employee expressly warrants that he has read and fully understands this Agreement; that he has had the opportunity to consult with legal counsel of his own choosing and to have the terms of the Agreement fully explained to him; that he is not executing this Agreement in reliance on any promises, representations or inducements other than those contained herein; and that he is executing this Agreement voluntarily, free of any duress or coercion.

16. Modification. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by Employee and an authorized representative of the Company.

17. Execution Period. Employee acknowledges that if he does not execute this Agreement within six (6) days following his last day of employment with the Company, this Agreement will become null and void, and Employee will have no right to the payments and benefits set forth in the Transitional Employment Agreement.

18. Effective Date. This Agreement is effective on the day it is executed by Employee.

19. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

This Consulting Agreement (this “Agreement”) is made and entered into as of the 15th day of October, 2010 (the “Effective Date”), by and between Glu Mobile Inc., a Delaware corporation with offices at 2207 Bridgepointe Parkway, Suite 300, San Mateo, California 94404 (“Glu”) and Kevin S. Chou, an individual (“Consultant”).

Whereas, Glu desires to retain Consultant as an independent contractor to perform certain consulting services for Glu, on a non-exclusive basis, as more particularly described in Exhibit A attached hereto, and

Whereas, Consultant desires to perform such services, on a non-exclusive basis, in accordance with the terms and subject to the conditions set forth in this Agreement;

Now, accordingly, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Glu desires to engage Consultant to perform the specific consulting services for the benefit of Glu as referenced in Exhibit A (the “Services”). Consultant agrees to perform the Services expressed or implied in accordance with the terms and conditions of this Agreement, including without limitation the time limits set forth herein, which Consultant recognizes and acknowledges are of essence. Failure to perform the Services in a professional manner shall constitute a material breach by Consultant of this Agreement. As compensation for the Services hereunder, Glu agrees to pay Consultant as set forth in Exhibit A.

(a) “Confidential Information” means any Glu proprietary technical information, trade secrets, know-how, and/or other such business-sensitive information, including, but not limited to, research, products, planned products, services, planned services, suppliers, customers, markets, distribution channels, developments, inventions, processes, formulae, technology, designs, drawings, specifications, software, non-public information of or concerning Glu’s business activities, finances, organization, employees or contractors, and any other information which if disclosed could harm or reduce a competitive advantage of Glu or place Glu at a competitive disadvantage, and irrespective of whether disclosed by Glu, directly or indirectly, in writing, orally, or by drawings or inspection of any product or service, or any portion of the foregoing.

(b) Consultant represents and warrants that he shall, both during and subsequent to the term of this Agreement, continue to maintain the confidentiality of Glu’s Confidential Information and continue to comply with Consultant’s obligations under that certain Proprietary Information and Inventions Agreement between Consultant and Glu.

(c) Consultant acknowledges that Glu has received and in the future will receive confidential and/or proprietary information from third parties with respect to which Glu shall owe such third parties a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes Glu and such third parties, both during the term of this Agreement and thereafter, a duty to hold all such confidential and/or proprietary information, identified as “Confidential” or known by Consultant to constitute confidential information at the time disclosure by Glu to Consultant, in the strictest confidence and not to disclose it to any third party or to use it except as necessary in order for Consultant to perform and fulfill his obligations hereunder.

(d) Upon the termination of this Agreement, or upon Glu’s earlier request, Consultant shall promptly deliver to Glu, at Consultant’s expense, any and all of Glu’s tangible property and all copies of the Confidential Information that was previously provided and/or disclosed by Glu to Consultant in furtherance of this Agreement, which remain in Consultant’s possession or under Consultant’s control as of the effective date of termination or earlier date of requested return, and shall certify to Glu that all such property and information has been returned to Glu by completing the Completion Certification in the form as set forth in Exhibit B attached hereto.

(a) All copyrightable material, information, documents, designs, electronic files (including electronic media), notes, records, drawings, improvements, developments, discoveries and trade secrets (collectively, “Developments”), conceived, made or discovered by Consultant in the course of performing the Services, solely or in collaboration with others, shall be, from inception, the property of Glu. It is expressly agreed between the parties that Glu is the sole and exclusive owner of all Developments, and that Glu is entitled to all patents, copyrights (including any related renewal rights or accrued claims), trade secrets and other intellectual property rights relating thereto, whether in the United States or abroad.

(b) Upon completion or termination of this Agreement, Consultant will deliver to Glu all copies of any and all Developments relating to this Agreement. Consultant disclaims on Consultant’s behalf any property rights or other rights Consultant may have to such Developments.

(c) Consultant agrees that any Developments which constitute copyrightable subject matter shall be considered “works made for hire” as that term is defined in the United States Copyright Act. Consultant further agrees to assign (or cause to be assigned) and does hereby assign fully to Glu all such Developments and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. Consultant agrees to cooperate with Glu, at Glu’s request and expense, to execute all documents as may be necessary to protect, preserve and enforce Glu’s proprietary rights in and to such Developments. To the extent that any such Development is not deemed to be a “work made for hire” under the United States Copyright Act, then Consultant shall, and hereby does, grant to Glu an exclusive, perpetual, irrevocable, royalty free, transferable license to use such Development in any manner and in every medium, whether now known or hereafter devised, for any purpose throughout the Universe.

(d) Consultant agrees to assist Glu or its authorized representative, at Glu’s expense, to obtain and from time to time enforce and defend Glu’s rights in the Developments and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, and to execute all documents reasonably necessary for Glu to do so. Consultant agrees that if Glu is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Developments assigned to Glu per Section 3(c) hereof, then Consultant hereby irrevocably designates and appoints Glu and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights and mask work registrations thereon with the same legal force and effect as if executed by Consultant.

(e) The provisions of this Section 3 shall survive any expiration or termination of this Agreement.

(a) Consultant represents and warrants that: (i) he possesses full power and authority to enter into this Agreement, and to carry out his obligations hereunder; (ii) he shall not improperly use or disclose to Glu any proprietary information or trade secrets of any third party; (iii) he shall not bring onto the premises of Glu any proprietary information of any third party, including, but not limited to, any unpublished document or such confidential information, unless expressly consented to in writing by such third party; (iv) the performance of the terms of this Agreement and the performance of Consultant’s duties hereunder will not breach any separate agreement by which Consultant is bound, or violate or infringe any rights of any third party; (v) during the term of this Agreement, while Consultant may enter into separate agreements with third parties, he shall not enter into any agreement that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with any of the provisions hereof and (vi) he has the qualifications and ability to perform the Services in a diligent and professional manner, without the advice, control or supervision of Glu.

(b) Consultant agrees to indemnify and hold harmless Glu, its subsidiaries and affiliates, and each of their officers, directors, employees and agents (each, an “Indemnified Party”) from and against any and all claims, actions, suits, demands, obligations, and proceedings of any kind threatened, asserted, or filed against any Indemnified Party by any third party (any or all of the foregoing, “Claims”), and any and all losses, liabilities, damages, costs and expenses (including reasonable fees for attorneys and other professionals and costs of suit) incurred in connection with such Claims by any Indemnified Party arising out of or in connection with (i) any breach or alleged breach of any of the confidentiality obligations set forth in Section 2 hereof, (ii) any breach or alleged breach of any of the representations and/or warranties set forth in Section 4(a) hereof or (iii) the gross negligence, willful misconduct, acts, errors and omissions of Consultant.

(a) The term of this Agreement shall commence on the Effective Date and, unless sooner terminated in accordance with the provisions of Section 5(b) hereof, shall continue for the Services Period set forth in Exhibit A.

(b) Notwithstanding anything to the contrary contained herein, Consultant may terminate this Agreement immediately upon material breach of this Agreement by Glu which material breach is not cured within thirty (30) days after written notice of such material breach from Consultant. Any such notice shall be addressed to Glu at its address as set forth in the opening paragraph of this Agreement or such other address as Glu may notify Consultant of, and shall be deemed given upon delivery (if personally delivered) or forty-eight (48) hours after being deposited in the United States mail, properly addressed, postage prepaid, registered or certified mail, return receipt requested. Glu may terminate this Agreement immediately and without prior notice if Consultant refuses to or is otherwise unable to perform the services or is in breach of any material provision of this Agreement.

(i) Sections 2, 3, 4, 7, 8, 9, 10, 11 and 18 shall survive the expiration or earlier termination of this Agreement; and

(ii) Consultant acknowledges and agrees that he shall execute and deliver to Glu a Completion Certification in the form set forth in Exhibit B.

Because Glu has entered into this Agreement upon the basis of the unique talents and particular capabilities of Consultant, Consultant may not assign or otherwise transfer this Agreement or any of Consultant’s rights hereunder, nor subcontract or otherwise delegate any of Consultant’s obligations under this Agreement, to any third party without the prior written consent of Glu, which Glu may withhold in its sole discretion. Any attempted or purported assignment, transfer, subcontract or delegation without Glu’s required consent shall be null and void and a material breach of this Agreement.

(a) Nothing contained herein shall in any way constitute any association, partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Each of the parties shall be operating as independent contractors in fulfilling their respective obligations hereunder. Neither party shall have the right, power or authority to make any representation or warranty (whether express or implied), or to assume or create any obligation on behalf of the other party, or to bind the other party in any manner whatsoever. Consultant shall not be entitled to any benefits accorded to Glu’s employees, including without limitation workers’ compensation, disability insurance, retirement plans, or vacation or sick pay.

(b) Consultant agrees to furnish all tools and materials as necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly provided in Exhibit A. Consultant shall provide all licenses and permits usual or necessary for performing the Services.

(c) Consultant acknowledges that Consultant is obligated to report as income all compensation received from Glu hereunder, and agrees that he shall be solely responsible for the payment of any and self-employment and other taxes thereon. Consultant further agrees to indemnify and hold harmless Glu, and its officers, directors and employees from and against any obligation imposed on Glu to pay any and all withholding taxes, penalties and other such assessments that result from or are otherwise incurred in connection with Consultant being determined not to be an independent contractor.

(a) Except as provided in Section 8(b), below, Glu and Consultant agree that any dispute or controversy relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in Santa Clara or San Mateo County, California, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. Glu and Consultant shall each pay one-half (1/2) of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and related expenses.

(b) Consultant acknowledges and agrees that breach of any of his obligations set forth in Section 2, above, will cause Glu irreparable harm for which its remedies at law would be inadequate. Accordingly, Consultant agrees that Glu shall be entitled, in addition to any other remedies available to it at law or in equity, to the immediate ex parte issuance, without bond, of injunctive relief to prevent the breach or threatened breach of Consultant’s obligations hereunder. Consultant further agrees that if he fails to comply with any of his obligations set forth in Section 2, above, Glu shall be entitled to an accounting and repayment of all forms of compensation, commissions, remunerations or benefits which Consultant directly or indirectly realizes as a result of or in connection with any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief or other remedies to which Glu may be entitled under this Agreement or otherwise at law or in equity.

This Agreement, including all Exhibits hereto, shall be governed by the laws of the State of California, excluding that body of law relating to choice of laws.

Except with respect to any indemnity obligation owed hereunder, neither party shall be liable to the other party for any incidental, consequential, special, or punitive damages of any kind or nature, including, without limitation, the breach of this Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if the other party has warned or been warned of the possibility of any such loss or damages, and regardless of whether any remedy set forth herein fails of its essential purpose.

Unless expressly set forth to the contrary herein, either party’s election of any remedies provided for in this Agreement shall not be exclusive of any other remedies available hereunder, or otherwise at law or in equity, and all such remedies shall be deemed to be cumulative.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by either party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

No modification or amendment of any provision hereof shall be effective unless in writing and signed by duly authorized representatives of both of the parties.

If any provision of this Agreement (or part thereof) is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, correspondence and understandings between the parties, both oral and written.

The headings of the Sections and subsections of this Agreement are for convenience of reference only and shall not be of any effect in construing the meanings of any Section or provision of this Agreement.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement shall not be binding upon a party until signed by such party where indicated below.

This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. Any ambiguity shall not be interpreted against the drafting party; the parties hereby expressly waive California Civil Code Section 1654 with respect thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

(a)

Ensuring a smooth transition of Consultant’s former job responsibilities at Glu.

(b)

Providing such information or assistance as the Company’s management, board of directors or legal department may reasonably request.

Consultant will be expected to perform the services described above at his home office or another location of Consultant’s choosing outside of Glu’s offices (the “Services Location”).

(a)

In consideration of the severance payments that Glu is paying to Consultant pursuant to that certain Transitional Employment Agreement, dated as of September 28, 2010, by and between Glu and Consultant (the “Transitional Employment Agreement”), Consultant agrees that it will provide until December 15, 2010 up to 20 hours of the services described in Section 2 above at no charge. Consultant will provide Glu with a monthly report regarding the number of hours Consultant has spent providing the services described in Section 2 and, upon request, Consultant will provide Glu with an up-to-date report regarding the number of hours Consultant has spent providing the services described in Section 2. In addition, Consultant must notify Glu if and when it has satisfied its commitment of providing 20 hours of the services described in Section 2 above at no charge.

(b)

Glu will reimburse Consultant for his reasonable, documented out-of-pocket expenses incurred in providing the services described in Section 2 above. For example, to the extent that Glu requests that Consultant perform services outside of the Services Location, Glu will reimburse Consultant for any mileage driven by Consultant in connection with such request.

(c)

Payment terms for the compensation set forth in Section 3(a) are net thirty (30) days after receipt by Glu of Consultant’s complete invoice. Consultant shall submit the original invoice to Glu Accounts Payable for prompt payment.

4. SERVICES PERIOD. Subject to the provisions of Section 5 of this Agreement, the term of this Agreement and of Consultant’s services hereunder shall commence on the Effective Date and, unless terminated earlier pursuant to the provisions of Section 5(b) of this Agreement, shall expire on December 15, 2010.

Pursuant to that certain Consulting Agreement which Consultant executed with Glu Mobile Inc. on or about October 15, 2010 (the “Consulting Agreement”), Consultant has been performing certain consulting services to or for the benefit of Glu.

Consultant hereby represents and warrants that he does not currently have in his possession or other under his control, and that he has returned to Glu, any and all hardware, software, documentation, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to the Company, except for the laptop computer and iPhone that Consultant is permitted to retain pursuant to the terms of the Transitional Employment Agreement.

Consultant acknowledges and agrees that he remains bound by the provisions of Section 2 (Confidentiality) of the Consulting Agreement.


Delaware	001-33368	91-2143667
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2207 Bridgepointe Parkway, Suite 300, San Mateo, California		94404
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Glu Mobile Inc.

October 4, 2010	By:	/s/ Eric R. Ludwig

		Name: Eric R. Ludwig
		Title: Senior Vice President and Chief Financial Officer


Exhibit No.		Description

99.01		Sublease, dated as of September 29, 2010, by and between BlackRock Institutional Trust Company and Glu Mobile Inc.
99.02		First Amendment to Sublease, dated as of September 29, 2010, by and between BlackRock Institutional Trust Company and Glu Mobile Inc.
99.03		Sub-sublease, dated as of September 29, 2010, by and between Appirio, Inc. and Glu Mobile Inc.
99.04		Transitional Employment Agreement, dated as of September 28, 2010, by and between Glu Mobile Inc. and Kevin S. Chou


Date of Report (Date of Earliest Event Reported):		September 28, 2010


Registrant’s telephone number, including area code:		(650) 532-2400


Kevin Chou		Glu Mobile Inc.
		By:

Federal ID/ SSN:		Name:

		Title: