GLU MOBILE INC. AMENDED AND RESTATED VOTING AGREEMENT

GLU MOBILE INC. AMENDED AND RESTATED VOTING AGREEMENT

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Exhibit 10.13

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GLU MOBILE INC.

AMENDED AND RESTATED
VOTING AGREEMENT

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is dated for reference as of March 29, 2006 by and among Glu Mobile Inc., a California corporation formerly known as Sorrent, Inc. (the “Company”), the persons listed on Exhibit A attached hereto representing as of the date hereof holders of a majority of the Company’s currently outstanding Common Stock (the "Existing Shareholders”), the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 of the Company identified on Exhibit B attached hereto representing all of the holders of such Series of the Company’s Preferred Stock (the “Investors”), and the iFone Shareholders (as defined in the Exchange Agreement (as defined below)) listed on Exhibit C attached hereto under the heading “Former iFone Shareholders” (the “New Shareholders”) representing the holders of a majority in interest of the shares of Special Junior Preferred Stock issued pursuant to the Exchange Agreement (as defined below). The Existing Shareholders and the New Shareholders are collectively referred to herein as the “Shareholders.” The effectiveness of this Agreement is contingent upon and this Agreement shall be effective immediately following the Closing (as defined in the Exchange Agreement (as defined below)).

RECITALS

WHEREAS, the Company, the Existing Shareholders and the Investors are parties to that certain Amended and Restated Voting Agreement dated as of July 26, 2005 (the “Original Agreement”).

WHEREAS, pursuant to that certain Exchange Agreement dated as of March 29, 2006 by and among the Company, the shareholders of iFone Holdings Limited (“iFone”), a company organized and registered under the laws of England and Wales with number 3499988 and whose registered office is at 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx, X0 0XX (collectively, the “iFone Shareholders”) and Xxxxx Xxxxx, acting as the representative of the iFone Shareholders (the “Exchange Agreement”), the Company will (subject to the terms and conditions of the Exchange Agreement) issue shares of its Special Junior Preferred Stock to the New Shareholders in exchange for iFone Stock (as defined in the Exchange Agreement).

WHEREAS, the Company’s Amended and Restated Articles of Incorporation as filed with the office of the Secretary of State of the State of California and in effect on the date hereof (the "Restated Articles”) provides that (a) holders of shares of the Series A Preferred Stock, voting together as a separate series, shall elect two (2) members of the Board (the “Series A Directors”), (b) holders of shares of the Series B Preferred Stock, voting together as a separate series, shall elect one (1) member of the Board (the “Series B Director”), (c) holders of shares of the Series C Preferred Stock, voting together as a separate series, shall elect one (1) member of the Board (the "Series C Director”), (d) holders of shares of the Series D Preferred

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Stock and Series D-1 Preferred Stock, voting together as a separate series, shall elect two (2) members of the Board (the “Series D/D-1 Directors”), (e) holders of shares of the Special Junior Preferred Stock, voting together as a separate series, shall elect one (1) member of the Board (the “Special Junior Preferred Director”), and (f) holders of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Special Junior Preferred Stock (on an as converted to Common Stock basis), voting together as a single class, shall be entitled to elect the remaining members of the Board.

WHEREAS, a condition to the New Shareholders’ and the Company’s obligations under the Exchange Agreement is the execution and delivery of this Agreement by the Company, Existing Shareholders holding at least a majority of the shares of capital stock held by all Existing Shareholders, holders of at least a majority of the shares of the Series A Preferred Stock, holders of at least 66²/₃% of the shares of the Series B Preferred Stock, holders of at least a majority of the outstanding shares of the Series C Preferred Stock, holders of at least 72% of the shares of the Series D Preferred Stock and Series D-1 Preferred Stock, voting together as a single class, and the New Shareholders for the purpose of setting forth the terms and conditions pursuant to which the Investors and the Shareholders shall vote their shares of the Company’s voting stock in favor of certain designees to the Company’s Board of Directors.

WHEREAS, the Company, the Investors and the Shareholders each desire to facilitate the voting arrangements set forth in this Agreement, and the exchange of shares pursuant to the Exchange Agreement, by agreeing to the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Original Agreement shall be amended and restated in its entirety as follows and shall be of no further force or effect:

1. Election of Directors.

1.1 Board Representation. At each annual meeting of the shareholders of the Company, or at any meeting of the shareholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Company hereby agrees to take such actions as are necessary, and each of the Shareholders and the Investors agree to vote or act with respect to any shares of the capital stock of the Company, whether now owned or hereafter acquired, over which he, she or it exercises voting control, so as to fix the number of members of the Board of Directors of the Company at ten (10) and to elect thereto:

(a) in any election of directors of the Company to elect the Series A Directors, (i) one (1) director nominated by New Enterprise Associates 10, L.P. (“NEA”), which such designee shall initially be Xxxxxxx Xxxxx, and (ii) one (1) director nominated by Sienna Limited Partnership III, L.P., which such designee shall initially be Xxxxxx Xxxxx;

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(b) in any election of directors of the Company to elect the Series B Director, one (1) director nominated by holders of a majority of the voting stock held by JAFCO America Technology Fund III, LP, JAFCO America Technology Cayman Fund III, LP, JAFCO USIT FUND III, LP, JAFCO America Technology Affiliates Fund III, LP, Globespan Capital Partners IV, L.P., Globespan Capital Partners (Cayman), IV, L.P., GCP IV Affiliates Fund, L.P. or JAFCO Globespan USIT IV, L.P. (collectively, “GlobeSpan”), which such designee shall initially be Xxxxx Xxxxxxxxx;

(c) in any election of directors of the Company to elect the Series C Director, one (1) director nominated by BAVP, L.P. (the “BAVP Designee”), which such designee shall initially be Xxxxxx Xxxxxxx;

(d) in any election of directors of the Company to elect the Series D/D-1 Directors, (i) one (1) director nominated by Granite Global Ventures II L.P. (the “Granite Designee”), which such designee shall initially be Hany Nada and (ii) one (1) director, nominated by TWI Glu Mobile Holdings Inc. (“Time Warner”) (the “TW Designee”), which such designee shall initially be Xxxxxx Xxxxxx;

(e) in any election of directors of the Company to elect the Special Junior Preferred Director, one (1) director nominated by a majority of the then outstanding Special Junior Preferred Stock then held by the New Shareholders, which designee shall initially be Xxxxx Xxxx, provided that any successor designee shall be reasonably acceptable to a majority of the persons who are then members of the Company’s Board of Directors; and

(f) in any election of directors of the Company by the holders of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Special Junior Preferred Stock, voting together as a single class, one (1) director who is the person then serving as the Chief Executive Officer of the Company.

1.2 Appointment of Directors. In the event of the resignation, death, removal or disqualification of a director selected by any party or parties as provided herein, such party or parties, as the case may be, shall promptly nominate a new director, and, after written notice of the nomination has been given by such party or parties, as the case may be, to the other parties, the Company shall take such actions as are necessary and each Investor and Shareholder shall vote any shares of capital stock of the Company, whether now owned or hereafter acquired, over which he, she or it exercises voting control, to elect such nominee to the Board of Directors as set forth herein.

1.3 Removal. Any director selected by any party or parties as provided herein may be removed from the Board of Directors of the Company at any time and from time to time, with or without cause (subject to the Bylaws of the Company as in effect from time to time and any requirements of law), in the sole discretion of such party or parties, as the case may be, and after written notice by such party or parties, as the case may be, to each of the parties hereto of the new nominee to replace such director, the Company shall take such actions as are necessary and each Investor and Shareholder shall promptly vote any shares of capital

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stock of the Company, whether now owned or hereafter acquired, over which he, she or it exercises voting control, to elect such nominee to the Board of Directors.

1.4 Additional Rights.

(a) Board Observer. (i) A representative designated by NEA, who shall initially be C. Xxxxxxx Xxxxxxxx (the “NEA Observer”), (ii) a representative designated by GlobeSpan who shall initially be Xxxxx X. Xxxxxxxxx (the “GlobeSpan Observer”), (iii) a representative designated by BAVP, L.P. (“BAVP”), who shall initially be Xxxx X’Xxxxxxxx (the “BAVP Observer”) and (iv) a representative designated by Time Warner, who shall initially be Xxxxxx Xxx (the “TW Observer” and together with the NEA Observer, the GlobeSpan Observer and the BAVP Observer, the “Observers”) shall have the right, subject to the terms and conditions herein, to attend all meetings of the Company’s Board of Directors (whether in person, via telephone or otherwise) in a non-voting, observer capacity and to receive copies of all materials provided to the members of the Board. If NEA, GlobeSpan, BAVP or Time Warner decide to send an individual(s) other than those identified above to the Board’s meetings as its representative, the Board shall have the right to approve the new representative, such approval not to be unreasonably withheld.

(b) Committee Membership. (i) The BAVP Designee and (ii) the TW Designee shall each have the right (but not the obligation) to be a member of any committee of the Company’s Board of Directors; provided that such committee was not established for the purpose of considering or acting with respect to a matter in which, with respect to the BAVP Designee, the BAVP Designee or BAVP, or, with respect to the TW Designee, the TW Designee or Time Warner, as applicable, is interested.

(c) Confidentiality. NEA agrees to cause the NEA Observer, GlobeSpan agrees to cause the GlobeSpan Observer, BAVP agrees to cause the BAVP Observer and Time Warner agrees to cause the TW Observer to hold in confidence and trust and to act in a fiduciary manner with respect to all information and material provided to and learned by the Observers in connection with NEA’s, GlobeSpan’s, BAVP’s and Time Warner’s rights, respectively, under Section 1.4(a) or in connection with the Observers’ attendance at any meetings of the Board. The parties hereto understand and acknowledge that nothing herein is intended to limit the ability of Time Warner or the TW Observer to use or disclose any information or materials that (i) otherwise are furnished or become available to them in any other capacity or through any other means (including, without limitation, pursuant to the Agreement entered into and made as of the date hereof between the Company and Time Warner (the “Time Warner Agreement”)); (ii) prior to or after the time of disclosure become part of the public domain, not as a result of any inaction or action of Time Warner or the TW Observer; or (iii) is approved for release by the Company in writing.

(d) Restrictions of Observer Rights. Notwithstanding the provision of Section 1.4(a) hereof, a majority of the members of the Board shall be entitled to recuse the Observers from certain confidential “closed sessions” of the Board or any portions of any Board meeting, and to redact portions of any Board materials delivered to the Observers where and to the extent that such majority determines in good faith that (i) such recusal is reasonably necessary, in the opinion of counsel to the Company, to preserve attorney-client

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privilege with respect to a material matter, (ii) the presence of the Observers would materially inhibit deliberations by the Board or, (iii) there exists, with respect to any deliberation or Board materials, an actual or potential conflict of interest between NEA, GlobeSpan, BAVP, Time Warner, or any of its affiliates and the Company.

(e) Termination of Board Observer Rights. The rights described in Section 1.4(a) and Section 1.4(b) herein shall terminate and be of no further force or effect upon the earlier of: (i) the closing of an initial public offering of the Company’s Common Stock pursuant to a registration under the Securities Act of 1933, as amended; (ii) the sale of all or substantially all of the Company’s assets; (iii) upon the closing of any merger or other acquisition involving the Company in which the Company is not the surviving corporation or in which the shareholders of the Company immediately prior to such merger or acquisition own less than fifty percent (50%) of the voting equity securities of the surviving corporation or entity immediately after such merger or acquisition; (iv) with respect solely to each of Section 1.4(a)(i), Section 1.4(a)(ii), Section 1.4(a)(iii) and Section 1.4(a)(iv), the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock voting together with Series D-1 Preferred Stock, respectively, are no longer entitled to elect directors; or (v) with respect solely to each of Section 1.4(b)(i) and Section 1.4(b)(ii), the holders of Series C Preferred Stock and Series D Preferred Stock voting together with Series D-1 Preferred Stock, respectively, are no longer entitled to elect directors.

2. Additional Covenants.

2.1 No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement.

2.2 Change in Number of Directors. The Shareholders and the Investors will not vote for any amendment or change to the Restated Articles or Bylaws of the Company providing for the election of more or less than ten (10) directors, or any other amendment or change to the Restated Articles or Bylaws of the Company inconsistent with the terms of this Agreement.

2.3 Legends. Each certificate representing shares of the Company’s capital stock held by the Shareholders or the Investors or any assignee of the Shareholders or the Investors shall bear the following legend:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON WRITTEN REQUEST), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

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2.4 Holder(s) of Series D-1 Preferred Stock and Holders of Series D Preferred Stock Will Vote Together. To the extent either the holder(s) of Series D-1 Preferred Stock or the holders of Series D Preferred Stock are deemed to be entitled to a separate Series vote under California Corporations Code Section 903 or otherwise with respect to any matter (except, in the case of the Series D-1 Preferred Stock, with respect to amending, altering or repealing Article III(B)(3)(e)(iv) or Article III(B)(5)(a)(v) of the Restated Articles, as such may be amended from time to time) (a “Required Separate Series Vote”), a preliminary vote shall be taken with respect to such actions whereby the holders of Series D Preferred Stock and the holders of Series D-1 Preferred Stock shall vote together as a single class (the “Preliminary Vote”). Provided that the holders of 72% of the outstanding Series D Preferred Stock and Series D-1 Preferred Stock vote in the same manner (either in favor or against) in the Preliminary Vote, for purposes of the Required Separate Series Vote, each holder of Series D-1 Preferred Stock and/or Series D Preferred Stock, as the case may be, agrees to vote all shares held by such holder (or consent pursuant to an action by written consent of the stockholders) in the same manner in which 72% of the outstanding Series D Preferred Stock and Series D-1 Preferred Stock voted in the Preliminary Vote.

2.5 No Impairment. The Company agrees to use its best efforts to ensure that the rights granted hereunder are effective and that the parties hereto enjoy the benefits thereof. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided above. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the holders of a majority of the outstanding voting capital stock held by the parties hereto (assuming conversion of all outstanding securities) in order to protect the rights of the parties hereunder against impairment.

3. Drag Along Right.

3.1 Definitions.

(a) For purposes of this Section 3, “Company Sale” shall mean the sale, conveyance, or disposition of all or substantially all of the Company’s property or business, or merger into or consolidation with, any other entity (other than a wholly-owned subsidiary corporation) or any transaction or series of related transactions in which either (i) more than fifty percent (50%) of the voting power of the Company is transferred, or (ii) the shareholders of the Company immediately prior to such transaction or series of related transactions own less than fifty percent (50%) of the outstanding voting power of the Company immediately after such transaction or series of related transactions, excluding any consolidation or merger effected exclusively to change the domicile of the Company.

(b) For purposes of this Section 3, “Qualifying Conditions” shall mean the following:

(i) the net proceeds of the Company Sale are to be paid in the same form of consideration to all shareholders entitled to receive the same;

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(ii) such net proceeds or consideration are to be distributed or paid to shareholders of the Company in accordance with the Restated Articles; and

(iii) other than the portion of the net proceeds or consideration placed in escrow (which shall be shared pro rata among the Company’s shareholders, in proportion to the net proceeds or consideration received by each shareholder and capped at the amount of net proceeds or consideration actually received by each shareholder), the shareholders shall have no liability for indemnification or otherwise to the acquirer of the Company or any other person in connection with the Company Sale.

(c) For purposes of this Section 3, “Requisite Shareholders” shall mean the holders of at least (i) a majority of the outstanding shares of Common Stock, (ii) a majority of the outstanding shares of Preferred Stock and (iii) seventy-two percent (72%) of the outstanding shares of Series D Preferred Stock and Series D-1 Preferred Stock, voting together as a single series.

3.2 Agreement to Vote in Favor or Tender Shares. If the Requisite Shareholders and at least a majority of the members of the Company’s Board of Directors approve of a Company Sale in which all of the Qualifying Conditions are met, the Investors and the Shareholders (the “Holders”) shall agree to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company held by each such Holder in favor of such Company Sale and approval of the terms thereof and in opposition of any and all other proposals that are intended, or could reasonably be expected, to delay, prevent, impair, interfere with, postpone or adversely affect the ability of the Company to consummate such Company Sale. If the Company Sale is structured as a (i) merger, or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (ii) sale of the stock of the Company, each Holder agrees to sell promptly all shares of capital stock of the Company held by such Holder or under the Holder’s control (or in the event that the Requisite Shareholders are selling fewer than all of their shares of the capital stock of the Company, shares in the same proportion as the Requisite Shareholders are selling) to the person to whom the Requisite Shareholders propose to sell their shares, for the same per-share consideration in accordance with the provisions of the Restated Articles and on the same terms and conditions as the Requisite Shareholders.

4. Termination.

4.1 Termination Events. This Agreement shall terminate and be of no further force or effect upon the issuance of securities by the Company pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Securities Act of 1933, as amended, which triggers an automatic conversion of the Preferred Stock under the Company’s Restated Articles.

4.2 Removal of Legend. At any time after the termination of this Agreement in accordance with Section 4.1, any holder of a stock certificate legended pursuant to Section 2.3 may surrender such certificate to the Company for removal of the legend, and the Company will duly reissue a new certificate without the legend.

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5. Miscellaneous.

5.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.2 Entire Agreement; Amendments. This Agreement and the documents referred to herein (including the schedules and exhibits hereto and thereto) constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. This Agreement and any term hereof may be amended, waived, discharged or terminated by a written instrument signed by (i) the Company, (ii) Shareholders holding at least a majority of the shares of capital stock, including shares of capital stock issuable or issued upon exercise of any option, warrant or other security or right of any kind convertible into or exchangeable for shares of capital stock, held by all Shareholders collectively, (iii) holders of at least a majority of the shares of the Series A Preferred Stock, (iv) the holders of at least 66²/₃% of the shares of the Series B Preferred Stock, (v) holders of at least a majority of the shares of the Series C Preferred Stock and (vi) holders of at least 72% of the shares of the Series D Preferred Stock and Series D-1 Preferred Stock, voting together as a single class. Notwithstanding the foregoing, (a) the provisions of Section 1.1(a)(i) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of NEA, (c) the provisions of Section 1.1(a)(ii) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Sienna Limited Partnership III, L.P., (d) the provisions of Section 1.1(b) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of GlobeSpan, (e) the provisions of Section 1.1(c) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of BAVP, (f) the provisions of Section 1.1(d)(i) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Granite Global Ventures II L.P., (g) the provisions of Section 1.1(e) and Sections 1.2, 1.3, 2.2, 2.5, 3.1, 4 and 5 (only to the extent that such amendment or waiver affects the New Shareholders in a manner different than the Existing Shareholders or the Investors) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the then outstanding shares of Special Junior Preferred Stock held by the New Shareholders, and (h) the provisions of Sections 1.1(d)(ii), 1.4(a)(iv), 1.4(b)(ii), 2.4, 3, 5.2(h) and 5.13 may be amended or terminated and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Time Warner. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon the Company, the Shareholders and the Investors, and each of their respective successors and assigns.

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5.3 Notices. All notices and other communications required or permitted hereunder shall be effective upon receipt, shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger, addressed:

(a) if to an Existing Shareholder or an Investor, to the address or fax number listed after such Existing Shareholder’s or Investor’s name on Exhibit A or Exhibit B attached hereto as or at such other address as such Existing Shareholder or Investor shall have furnished to the Company.

(b) if to a New Shareholder, to the address or fax number listed after such New Shareholder’s name on Exhibit C attached hereto, or at such other address as such New Shareholder shall have furnished to the Company with a copy (which shall not constitute notice) to:


				Xxxxxx, Cutler, Pickering, Xxxx and Xxxx, LLP
				0000 Xxxxxxxxxx Xxxxxx
				Xxxx Xxxx, XX 00000
				Attention: Xxx Xxxxxx, Esq. and Xxxxxx X. Xxxxx, Esq.
				Fax Number: (000) 000-0000

		(c)		if to the Company, to:

				Glu Mobile Inc.
				0000 Xxxxxxx Xxxxx, Xxxxx 000
				Xxx Xxxxx, XX 00000
				Attn: President
				Fax: (000) 000-0000

or at such other address as the Company shall have furnished to the Investors, with a copy to:


				Fenwick & West LLP
				Silicon Valley Center
				000 Xxxxxxxxxx Xx.
				Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
				Attn: Xxxx Xxxxxxx, Esq.
				Fax: (000) 000-0000

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when received if delivered personally or by messenger, if sent by facsimile, the first business day after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified, or, if sent by mail, at the earlier of its receipt or seventy-two (72) hours after the same has been deposited in a regularly maintained receptacle for deposit of United States mail, addressed and mailed as aforesaid.

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5.4 Severability. In the event any provision of this Agreement 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, with such provision being replaced with an enforceable provision closest in intent and economic effect to the severed provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of any party to this Agreement.

5.5 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between or among California residents entered into and to be performed entirely within California.

5.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

5.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.8 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

5.9 Attorneys’ Fees. If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

5.10 Aggregation of Stock. For the purpose of determining the availability of any rights hereunder, any shares of Preferred Stock or Common Stock into which such Preferred Stock is converted held by entities which control, are controlled by or are under common control with another entity, shall be aggregated.

5.11 No Liability for Election of Recommended Directors. Neither the Company, the Shareholders, the Investors, nor any officer, director, shareholder, partner, employee or agent of any such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Company’s Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

5.12 Additional Shareholders. The provisions of Section 5.2 notwithstanding, any person approved by a majority of the Company’s Board of Directors to

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become a party to this Agreement (which approval shall be indicated by the Company’s countersignature of an Instrument of Adherence (as defined below) executed by such person, whereupon such Instrument of Adherence shall become a part of this Agreement), (i) that is not already a party to this Agreement as a “Shareholder,” (ii) that owns, purchases or acquires shares of Common Stock or the right to purchase shares of Common Stock, and (iii) that executes an Instrument of Adherence in the form of Exhibit D attached hereto (an “Instrument of Adherence”), (A) shall become a “Shareholder” party to this Agreement, shall become entitled to all of the benefits that inure or apply to “Shareholders” under this Agreement, shall become bound by all of the terms, provisions, restrictions and limitations that apply to “Shareholders” under this Agreement and shall be treated as a “Shareholder” for all purposes of this Agreement and (B) in the event such Person owns, purchase or acquires shares of Special Junior Preferred Stock or the right to purchase shares of Special Junior Preferred Stock, shall become a “New Shareholder” party to this Agreement, shall become entitled to all of the benefits that inure or apply to “New Shareholders” under this Agreement, shall become bound by all of the terms, provisions, restrictions and limitations that apply to “New Shareholders” under this Agreement and shall be treated as a “New Shareholder” for all purposes of this Agreement. It is hereby understood and agreed that such person may become a “Shareholder” party, and a “New Shareholder” party, if applicable, to this Agreement without having to obtain the signature, consent, approval or permission of any of the parties hereto other than the Company.

5.13 Acknowledgement Concerning Corporate Opportunities. The parties hereto acknowledge and agree to the provisions relating to corporate opportunities set forth in Section 3 of the Time Warner Agreement as if those provisions were set forth in full herein.

5.14 Original Agreement. The Original Agreement and all predecessors thereto are hereby amended and restated in each of their entireties and each shall be of no further force or effect.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


		GLU MOBILE INC.

		By:		/s/ L. Xxxxxxx Xxxxxxx
				L. Xxxxxxx Xxxxxxx,
		Its:		President and Chief Executive Officer

		Address:		0000 Xxxxxxx Xxxxx, Xxxxx 000
				Xxx Xxxxx, XX 00000

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		SHAREHOLDERS:

		/s/ L. Xxxxxxx Xxxxxxx

		L. Xxxxxxx Xxxxxxx

		Address:		c/o Glu Mobile Inc.
				0000 Xxxxxxx Xxxxx, Xxxxx 000
				Xxx Xxxxx, XX 00000

		/s/ L. Xxxxxxx Xxxxxxx

		L. Xxxxxxx Xxxxxxx as custodian for Marka Xxxxx Xxxxxxx under the California Uniform Transfers to Minors Act

		Address:		0000 Xxxxxxxx Xx.
				Xxxxxxx Xxxx, XX 00000

		/s/ L. Xxxxxxx Xxxxxxx

		L. Xxxxxxx Xxxxxxx as custodian forJohn Xxxxxxx Xxxxxxx under the California Uniform Transfers to Minors Act

		Address:		0000 Xxxxxxxx Xx.
				Xxxxxxx Xxxx, XX 00000

		/s/ Xxxx Xxxxxx

		Xxxx Xxxxxx

		Address:		c/o Glu Mobile Inc.
				0000 Xxxxxxx Xxxxx, Xxxxx 000
				Xxx Xxxxx, XX 00000

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		SHAREHOLDERS:


		Xxxxx Xxx

		Address:		000-X Xxxxxxxxx Xxxx., #000
				Xxxxxx Xxxx, XX 00000

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		SHAREHOLDERS:

		/s/ Xxxxxx Xxxxxxx

		Xxxxxx Xxxxxxx

		Address:		00 Xxxxx Xxxxxx,
				Xxxxxx XX0X 0XX

		/s/ Xxxxxxxx Xxxxxxxxxxx

		Xxxxxxxx Xxxxxxxxxxx

		Address:		Flat 74
				00 Xxxx Xxxx Xxxxxx Xx,
				Xxxxxx XXXX 0XX

		/s/ Xxxx Xxxxxxxx

		Xxxx Xxxxxxxx

		Address:		00 Xxxxxxxx Xxxxxxx,
				Xxxxxx X0 0XX

		/s/ Xxxxxxxxx Xxxxxxx

		Xxxxxxxxx Xxxxxxx

		Address:		Top Flat,
				00 Xxxxxx Xxxx,
				Xxxxxx X00 0XX


		Upton Corporation

		By:
		Its:
		Title:

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		Amplefuture Limited

		By:
		Its:
		Title:


		/s/ Xxxxx Xxxxx

		Xxxxx Xxxxx

		/s/ Xxxxx Xxxxxx

		Xxxxx Xxxxxx

		/s/ Xxxxxx Xxxxx

		Xxxxxx Xxxxx

		/s/ Xxxxxxx Xxxxxx

		Xxxxxxx Xxxxxx

		/s/ Sebastien de Halleux

		Sebastien de Halleux


		Xxx Xxxxxx Xxxxxx

		/s/ Xxxxxxx Xxxxx

		Xxxxxxx Xxxxx

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		NEW ENTERPRISE ASSOCIATES 10, L.P.

		By:		NEA Partners 10, L.P.
		Its:		General Partner

		By:		/s/ Xxxxxx X. Xxxxxxx, III

		Name:		Xxxxxx X. Xxxxxxx, III

		Its:		Administrative General Partner & Chief Operating Officer


		XXX XXXXXXXX 0000, X.X.

		By:		NEA Ventures 2001, L.P.
		Its:		General Partner

		By:		/s/ Xxxxxx X. Xxxxx

		Name:		Xxxxxx X. Xxxxx

		Its:		General Partner

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		SIENNA LIMITED PARTNERSHIP III, L.P.

		By:		Sienna Associates III, L.L.C.
		Its:		General Partner

		By:		/s/ Xxxxxx X. Xxxxx
				Xxxxxx X. Xxxxx, Managing Member

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		GRANITE GLOBAL VENTURES II L.P.

		By:		Granite Global Ventures II L.L.C., its General Partner

		By:		/s/ Hany Nada
		Name:		Hany Nada
		Its:		Managing Director


		GGV II ENTREPRENEURS FUND L.P.

		By:		Granite Global Ventures II L.L.C., its General Partner

		By:		/s/ Hany Nada
		Name:		Hany Nada
		Its:		Managing Director

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		BAVP, L.P.

		By:		BA Venture Partners VI, LLC
		Its:		General Partner

		By:		/s/ Xxxx X’Xxxxxxxx

		Name:		Xxxx X’Xxxxxxxx

		Its:		Managing Member

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		JAFCO AMERICA TECHNOLOGY FUND III, LP
		JAFCO AMERICA TECHNOLOGY CAYMAN FUND III, LP
		JAFCO USIT FUND III, LP
		JAFCO AMERICA TECHNOLOGY AFFILIATES FUND III, LP

		By:		/s/ Xxxxx X. Xxxxxxxxx
				Xxxxx X. Xxxxxxxxx
				Managing Member
				JAV Management Associates III, L.L.C.
				Its General Partner


		GLOBESPAN CAPITAL PARTNERS IV, L.P.
		GCP IV AFFILIATES FUND, L.P.
		JAFCO GLOBESPAN USIT IV, L.P.

		By:		Globespan Management Associates IV, L.P., its sole General Partner
		By:		Globespan Management Associates IV, LLC, its sole General Partner

		By:		/s/ Xxxxx X. Xxxxxxxxx
				Xxxxx X. Xxxxxxxxx
				Member

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		GLOBESPAN CAPITAL PARTNERS (CAYMAN) IV, L.P.

		By:		Globespan Management Associates (Cayman) IV, L.P., its sole General Partner
		By:		Globespan Management Associates IV, LLC, its sole General Partner

		By:		/s/ Xxxxx X. Xxxxxxxxx
				Xxxxx X. Xxxxxxxxx
				Member


		GLOBESPAN CAPITAL PARTNERS IV GmbH & Co. KG

		By:		Globespan Management Associates IV, GmbH
				its General Partner

		By:		/s/ Xxxxx X. Xxxxxxxxx
				Xxxxx X. Xxxxxxxxx
				Managing Director

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		TWI GLU MOBILE HOLDINGS INC.

		By:		/s/ Xxxxxx Xxx
				Xxxxxx Xxx, Vice President

		Address:		c/o Time Warner Investments
				One Time Xxxxxx Xxxxxx
				Xxx Xxxx, XX 00000
		Fax:		(000) 000-0000

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		/s/ Xxx Xxxxxxxxx

		Xxx Xxxxxxxxx

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		Xxxxx Family 2003 Revocable Trust

		/s/ Xxxxxxx X. Xxxxx

		Xxxxxxx X. Xxxxx, Principal

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		INVESTORS:

		CLEF, LP

		By:		Clef General Partner, LLC
				its General Partner

		By:

				Xxxxxx Xxxxxxx, sole member

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		PINNACLE VENTURES I-A (Q), L.P.
		PINNACLE VENTURES I-B, L.P.
		PINNACLE VENTURES I AFFILIATES, L.P.
		By:		Pinnacle Ventures Management I, L.L.C., their general partner

		By:
		Name:		Xxxxxx X. Xxxxxx
		Title:		Chief Financial Officer

		PINNACLE VENTURES II-B, L.P.
		PINNACLE VENTURES II-C, L.P.
		PINNACLE VENTURES II-R, L.P.
		By:		Pinnacle Ventures Management II, L.L.C., their general partner

		By:
		Name:		Xxxxxx X. Xxxxxx
		Title:		Chief Financial Officer

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		NEW SHAREHOLDERS
		(former iFone Shareholders):

		/s/ Denis Guyennot

		Denis Guyennot

		Address:		Les Hauts de Vaugreniers
				0, Xxxxx xx Xxxxxx
				0000
				Xxxxxxxxxx-Xxxxxx
				Xxxxxx

		/s/ Xxxxx Xxxx

		Xxxxx Xxxx

		Address:		The Xxx Xxxx
				Xxxx Xxx Xxxxx
				Xxxx, Xxxxxxxx
				XX000XX XX

		/s/ Xxxxx Xxxxx

		Xxxxx Xxxxx

		Address:		XX Xxx 0
				000x Xxxxxxxxx Xxxx
				Xxxxxxx, Xxxxxx
				XX00 0XX XX

		/s/ Xxxxxx X’Xxxxxxx

		Xxxxxx X’Xxxxxxx

		Address:		Xxx Xxxxx Xxxxx
				Xxxxxx Xxxx
				Xxxxxxx, Xxxxxxxxx
				X00 0XX XX

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT


		NEW SHAREHOLDERS
		(former iFone Shareholders):

		LOLA, A SOCIETE ANONYME MONEGASQUE

		By:		/s/ Denis Guyennot

		Name:		Denis Guyennot

		Its:		President Délegé

		Address:		Palais de la Scala
				0 Xxxxxx Xxxxx Xxxxxx
				XX 00000 Xxxxxx

		THE BUCKINGHAM TRUST

		By:		/s/ Illegible

		Name:		Illegible

		Its:		Director of Corporate Trustee

		Address:		Trustees of the Buckingham Trust
				Marlborough Trust Company Ltd
				XX Xxx 00, Xxxxxxx Xxxxx,
				Xx Xxxxxxxxxxx,
				Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX
				Channel Islands UK

SIGNATURE PAGE TO THE AMENDED AND RESTATED VOTING AGREEMENT

EXHIBIT A

Existing Shareholders

L. XXXXXXX XXXXXXX
c/o Glu Mobile Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000

XXXXX XXX
000-X Xxxxxxxxx Xxxx., #000
Xxxxxx Xxxx, XX 00000

XXXXX XXX

XXXX XXXXXX
c/o Glu Mobile Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000

XXXXXX XXXXXXX
00 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX

XXXXXXXX XXXXXXXXXXX
Xxxx 00
00 Xxxx Xxxx Xxxxxx Xx
Xxxxxx XXXX 0XX

XXXX XXXXXXXX
00 Xxxxxxxx Xxxxxxx
Xxxxxx X0 0XX

XXXXXXXXX XXXXXXX
Top Xxxx
00 Xxxxxx Xxxx
Xxxxxx X00 0XX

UPTON CORPORATION
c/o XX Xxxxxx
0 Xxx xx xx Xxxxxxxxxxxxx,
XX Xxx 000
Xxxxxx 0000 Xxxxxxxxxxx

A-1

EXHIBIT A

Existing Shareholders
(continued)

AMPLEFUTURE LIMITED
Caleraco
0 Xxxxxx Xx.
XX00 0XX

XXXXX XXXXX
Xxxx 0, 00 Xxxxxxxx Xxxxx
Xxxxxx XX0 0XX

XXXXX XXXXXX
000 Xxxxxx Xxxxx
00X Xxxxxxx Xxxx
Xxxxxx X0 0XX

XXXXXX XXXXX
000 Xxxxxxxxx Xxxx
Xxxxxx
Xxxxxx
XX0 0XX

XXXXXXX XXXXXX
Flat 12
27 — 00 Xxxxxxxxxx Xx
Xxxxxx XXX XXX

XXX XXXXXX XXXXXX
Xxxx 00
00 Xxxxxxxx Xx
XX0 00X

XXXXXXXXX XX HALLEUX
00 Xxxxxxx Xx
Xxxxxx X00 0XX

XXXXXXX XXXXX
Xxxx 0, 00 Xxxxxxxx Xxxxx
Xxxxxx
XX0 SQF

A-2

EXHIBIT A

Existing Shareholders
(continued)

XXXXXX XXXXXXX
0 Xxxxxx Xxxxx
Xxxxxx
Xxxxx Xxxxxxxxxxxx XX00XX

HAN XXXX XXX
0 Xxxxxx
0xx Xxxxx
Xxxxxxxxx 00X000

XXXXXX XXXXXXXXXXX
Xxxxxxxxxxxxxx 00X0X
00000 Xxxxxxxx
Xxxxxxx

XXXX XXX
Top Xxxx
00 Xxxxxx Xx.
Xxxxxx X00 0XX

XXXX XXXXXX
00 Xx. Xxxxxx Xxxxx
00 Xxxxxx Xx.
Xxxxxx X00XX

XXXXXX XXXXXX
00 Xxxxxx Xxxxx
Xxxxxx XXX 0XX

XXXXXXX XXXXXXXX
0 Xxxxxxxxx Xxxxx
Xxxx 00, Xxxxx Xxxxxxxxxx
XX0 0XX, London

XXXXX POTAGES
Xxxx 0, 00 Xxxxxxx Xxxx
Xxxxxx X00 0XX

A-3

EXHIBIT A

Existing Shareholders
(continued)

XXXXXX XXXXXXX
52 Rue Xxxx Xxxx
Appt 21
94200-IURYS/Seine

XXXXXX XXXXX
0 Xxxxxxxxxxxx Xxxxxxx Xxxx
Xxxxxx
X00 0XX, XX

XXXXX XXXXXXXX
00 Xxxxxxxx Xx.
Xxxxxx, Xxxxxx
X00 0XX

XXXXXX XXXXXXX
00 Xxx xx Xxxxx Xxxxxx
0000X Xxxxx

XXX XXXXXX
00X Xxxxxxx Xxxx
Xxxx, Xxxxxx
XX 0XX

PETHER SORLING
0 Xxxxx Xxxxxx
X0 0XX Xxxxxx

XXXXX XXXXX
Xxxx X
000 Xxxx Xxxx
Xxxxxx XX00 SHD

XXXXXXXXXX XXXXXXXXXXX
00 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxxx
Xxxxxx XX00XX

LUCAS GRANGE
00 Xxxxxxx Xxxx
Xxxxxx X00 0XX

A-4

EXHIBIT A

Existing Shareholders
(continued)

XXXXX SAN XXXXXX
00 Xxxxxxx Xx
Xxxxxx, Xxxxxxx
XXXX 0XX

XXXXXXXX XXXXXX
000 Xxxxxx Xxxxx
00X Xxxxxxx Xxxx
Xxxxxx X0 SSJ

XXXXX XXXXXXXXXX
00x Xxxxxxx Xxxx
Xxxxxx
XX0 0XX

XXXX XXXXX
00 Xxxxx Xxxx Xx.
Xxxxxxxx
Xxxxxx, X000X

SILJE XXXXXX
Basement Flat
5 Beaconsfield Terrace Road
London, W14 CPA

L. XXXXXXX XXXXXXX AS CUSTODIAN FOR XXXX XXXXXXX XXXXXXX
UNDER THE CALIFORNIA UNIFORM TRANSFERS TO MINORS ACT
0000 Xxxxxxxx Xx.
Xxxxxxx Xxxx, XX 00000

L. XXXXXXX XXXXXXX AS CUSTODIAN FOR MARKA XXXXX XXXXXXX UNDER
THE CALIFORNIA UNIFORM TRANSFERS TO MINORS ACT
0000 Xxxxxxxx Xx.
Xxxxxxx Xxxx, XX 00000

A-5

EXHIBIT B

Investors

NEW ENTERPRISE ASSOCIATES 10, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000

XXX XXXXXXXX 0000, X.X.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000

SIENNA LIMITED PARTNERSHIP III, L.P.
0000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000

XXXXXXX XXXXX & XXXXX INVESTMENT, L.L.C.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Fax: (000) 000-0000

XXXXX XXX
000-X Xxxxxxxxx Xxxx., #000
Xxxxxx Xxxx, XX 00000

XXXXXX X. XXXXXXXX, III
0 Xxxxxxxxxxx Xxxxxx Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000

XXXXX XXXXXX
0000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

B-1

EXHIBIT B

Investors
(continued)

JAFCO AMERICA TECHNOLOGY FUND III, LP
JAFCO AMERICA TECHNOLOGY CAYMAN FUND III, LP
JAFO USIT FUND III, LP
JAFCO AMERICA TECHNOLOGY AFFILIATES FUND III, LP
GLOBESPAN CAPITAL PARTNERS IV, LP
GLOBESPAN CAPITAL PARTNERS (CAYMAN) IV, LP
JAFCO GLOBESPAN USIT IV, LP
GCP IV AFFILIATES FUND, L.P.
GLOBESPAN CAPITAL PARTNERS IV GMBH & CO. KG
000 Xxxxxxxx Xxxxxx Xxx Xxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
Fax: (000) 000-0000

BAVP, L.P.
000 Xxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Fax: (000) 000-0000
with a copy (which shall not constitute notice) to
Xxxxxx Godward, LLP
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx, Esq.
Fax: (000) 000-0000

NEW ENTERPRISE ASSOCIATES 10, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Fax: (000) 000-0000

SIENNA LIMITED PARTNERSHIP III, L.P.
0000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Fax: (000) 000-0000

B-2

EXHIBIT B

Investors
(continued)

GC&H INVESTMENTS, LLC
Xxx Xxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Fax: 000-000-0000

GRANITE GLOBAL VENTURES II L.P.
GGV II ENTREPRENEURS FUND L.P.
c/o Granite Global Ventures
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxx Xxxx, XX 00000
Fax: (000) 000-0000
with a copy (which shall not constitute notice) to
Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxxxx Xxxxxx, Esq.
Fax: (000) 000-0000

TWI GLU MOBILE HOLDINGS INC.
c/o Time Warner Investments
Time Warner Inc.
One Time Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Managing Director
Fax: (000) 000-0000
with a copy (which shall not constitute notice) to
Time Warner Legal
One Time Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Fax: (000) 000-0000

XXX XXXXXXXXX
0000 Xxxxxxxx Xx.
Xxxx Xxxxxx, XX 00000

B-3

EXHIBIT B

Investors
(continued)

XXXXX FAMILY 2003 REVOCABLE TRUST
Xxxxxxx X. Xxxxx, Principal
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

CLEF, LP
c/o Xxxxxx Xxxxxxx Associates International
0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX. 00000

PINNACLE VENTURES I-A (Q), L.P.
PINNACLE VENTURES I-B, L.P.
PINNACLE VENTURES I AFFILIATES, L.P.
PINNACLE VENTURES II-B, L.P.
PINNACLE VENTURES II-C, L.P.
PINNACLE VENTURES II-R, L.P.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000

B-4

EXHIBIT C

Former iFone Shareholders

DENIS GUYENNOT
Les Hauts de Vaugreniers
0, Xxxxx xx Xxxxxx
0000
Xxxxxxxxxx-Xxxxxx
Xxxxxx

LOLA, A SOCIETE ANONYME MONEGASQUE
Palais de la Scala
0 Xxxxxx Xxxxx Xxxxxx
XX 00000 Xxxxxx

XXXXX XXXX
Xxx Xxx Xxxx
Xxxx Xxx Xxxxx
Xxxx, Xxxxxxxx
XX00 0XX XX

XXXXX XXXXX
XX Xxx 0
000x Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxx
XX00 0XX XX

XXXXXX X’XXXXXXX
Xxx Xxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx
X00 0XX UK

THE BUCKINGHAM TRUST
Trustees of the Buckingham Trust
Marlborough Trust Company Ltd
XX Xxx 00, Xxxxxxx Xxxxx,
Xx Xxxxxxxxxxx,
Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX
Channel Islands UK

C-1

EXHIBIT D

Instrument of Adherence

Reference is made to that certain Amended and Restated Voting Agreement dated as of March 29, 2006, a copy of which is attached hereto (as amended and in effect from time to time, the “Voting Agreement”), among Glu Mobile Inc., a California corporation formerly known as Sorrent, Inc. (the “Company”), and certain of its shareholders. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Voting Agreement.

The undersigned, , in connection with his/her/its ownership of shares of the Company’s capital stock, or the right to purchase such shares, (the “Shares”) hereby agrees that, from and after the date hereof, (i) the undersigned has become a “Shareholder” party to the Voting Agreement and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions and limitations set forth in, the Voting Agreement that are applicable to the “Shareholders,” and (ii) all of such Shares are entitled to all of the benefits, and are subject to all of the obligations, restrictions, limitations, provisions and conditions, under the Voting Agreement that are applicable to the shares of Common Stock held or that may be acquired by the “Shareholders.” This Instrument of Adherence shall take effect and shall become a part of the Voting Agreement immediately upon execution.

This Instrument of Adherence shall be binding upon and shall inure to the benefit of the respective successors, assigns, heirs, executors, administrators and legal representatives of the Company and the undersigned. This Instrument of Adherence may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same instrument. Notices pursuant to the Voting Agreement shall be delivered to the undersigned at the address set forth below.

Executed as of the date set forth below under the domestic substantive laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other state.


	Signature:


	Address:





	Date:


Accepted:

GLU MOBILE INC.

By:		Date:

Name:
Title:

c/o XX Xxxxxx

0 Xxx xx xx Xxxxxxxxxxxxx,

XX Xxx 000

Xxxxxx 0000 Xxxxxxxxxxx