exv10w02



 





Exhibit 10.02



***** CONFIDENTIAL
TREATMENT REQUESTED



PUBLISHING AND DISTRIBUTION AGREEMENT



This
publishing and distribution agreement (“Agreement”) is
entered into as of the 1st day of October,
2004 (“Effective Date”), by and between Sorrent, Inc. (“Sorrent”) and PopCap Games, Inc.
(“PopCap”).



Whereas Sorrent publishes and distributes games and other content for cell phones (“Wireless
Devices”);



Whereas PopCap owns the rights to certain proprietary materials listed in Schedule A to this
Agreement (the “PopCap Titles”); and



Whereas Sorrent wishes to publish and distribute the PopCap Titles over Wireless Devices.



The parties hereby agree as follows:




1. Licenses; Ownership of Intellectual Property.




     1a. PopCap grants to Sorrent an exclusive, non-transferable right and license to publish,
distribute, sell and promote the PopCap Titles for use on Wireless Devices throughout the
world during the Term of this Agreement via the following platforms only: J2ME, BREW, SMS, WAP
(including WML and xHTML), MOPHUN, ExEn, Symbian, I-mode (cHTML) and lappli (collectively, the
“Authorized Platforms’’). The license granted herein includes all rights necessary to develop,
modify, create derivative works from, use, reproduce or cause to be reproduced, manufacture,
have manufactured, distribute or have distributed (whether on fixed media or electronically),
market, publicly display, publicly perform, promote, offer for sale, sell, import, license or
otherwise exploit the PopCap Titles via the Authorized Platforms for purchase by individual
end users by single sale or subscription, including, without limitation, via retail cards (and
not for sale by OEM’s or bundled with other products, except for bundling which is incidental
to subscription and retail card sales). The Authorized Platforms do not include any platforms
not specifically identified above, and Windows Mobile and the Palm OS are specifically
excluded. Sorrent may sublicense the rights granted in this Section la only to the extent
reasonably necessary in connection with the creation and distribution of Wireless Versions (as
defined below) by Sorrent as contemplated in this Agreement.



     1b. Notwithstanding anything to the contrary set forth in this Agreement, PopCap, its
successors or assigns or, as applicable, it licensors, is, and shall at all times be and
remain, the sole and exclusive owner of the PopCap Titles, all derivative works of the PopCap
Titles, modifications to the PopCap Titles, regardless of who performs them, and all
Intellectual Property Rights pertaining thereto. Without limiting the generality of the
foregoing, nothing in this Agreement shall be deemed to grant or assign to Sorrent any
proprietary or ownership interest or Intellectual Property Rights in or to the PopCap Titles
other than the license rights set forth herein.



     1c. Notwithstanding the foregoing, PopCap acknowledges and agrees that it has no right,
title and/or interest in and to the materials developed or created by Sorrent pursuant to this
Agreement including, without limitation, (a) all Sorrent-created or licensed computer
software, code, routines, tools, algorithms and other technology contained in or used in the
development of versions of the PopCap Titles for distribution over Wireless Devices (the
“Wireless Versions”), (b) all Sorrent-created art, sound, music, graphics, and other assets
and designs embodied in the Wireless Versions or any advertising or marketing materials
therefore, (c) the technical and/or maintenance documentation, if any, of or concerning the
Wireless Versions: and (d) the related instruction manuals and packaging, if any, for the
Wireless Versions but excluding any PopCap-provided content
(collectively, the “Sorrent
Materials”). Sorrent shall own all rights, title and interest, including all Intellectual
Property Rights, in and to the Sorrent Materials to the extent the Sorrent Materials do not
involve, include, embody or constitute a derivative work of, and are not otherwise based on,
any portion of the PopCap Titles, or any Intellectual Property Rights embodied therein, or any
artwork, assets or other materials supplied to Sorrent by PopCap and




 





	***** 	The omitted portions of this exhibit have been filed with
the Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






1









 







Sorrent hereby assigns to PopCap all right, title and interest in and to such excluded materials
which are created by Sorrent or its agents pursuant to this agreement, provided that PopCap shall
not have the right to use or exploit the Wireless Versions incorporating materials provided or
created by Sorrent following expiration or termination of this Agreement without the express
written consent of Sorrent.




     1d. Each party hereby grants to the other a non-exclusive, non-transferable, worldwide
limited license to use its trademarks, service marks, trade names and logos (“Trademarks”) as
reasonably necessary to market, promote, use, distribute and display the Wireless Versions of the
PopCap Titles or otherwise as the parties may agree in writing. PopCap further grants to Sorrent
and its distributors a non- exclusive, non-transferable, worldwide limited license to use the
PopCap Trademarks in the design, graphics and audio of the Wireless Versions of the PopCap Titles.
All such Trademark usage will be in accordance with the licensor’s reasonable policies regarding
advertising and trademark usage, as established from time to time. The parties’ respective
Trademark usage guidelines are set forth in Schedule D to this Agreement. Except as permitted
herein, or otherwise agreed to in writing by the licensor, neither party shall make any other use
of the other party’s Trademarks.



     1e. Each party will retain all rights, title and interest in and to its Trademarks worldwide,
subject to the limited license granted herein. Use of a party’s Trademarks by the other party
under the limited license granted herein, and the goodwill associated therewith, will mure solely
to the licensor.



2. Sorrent’s Obligations.




     2a. Sorrent will provide translation, localization, and porting of the PopCap Titles to
Wireless Devices for the Authorized Platforms. The choice of specific devices and platforms will
be determined after a technical review of the source code for the PopCap Titles, and is subject to
Sorrent’s sole discretion. Sorrent agrees that: (a) the Wireless Versions shall be of the standard
customary to high- quality entertainment software products in the wireless industry: (b) the
Wireless Versions shall be developed, distributed, sold, licensed, advertised and serviced in
accordance with all applicable laws: and (c) the policy of sale, distribution, and/or exploitation
by Sorrent shall be of the equivalent standard customary to high-quality products in the
entertainment software industry.



     2b. For each Authorized Platform, as defined above in Section la, for which Sorrent develops
Wireless Versions of the Popcap Titles, Sorrent shall submit for PopCap’s approval “builds” of on a
high-end version of a PopCap Title and one low end version of a PopCap Title. Each such build shall
be intended to serve as a representative sample of the Wireless Versions which Sorrent will produce
for all of the PopCap Titles. With each “build” submitted for approval, Sorrent shall also provide
the means for reviewing and using these “builds,” including such hardware and carrier service,
and/or comparable method of access to the Wireless Versions as is necessary to facilitate PopCap’s
review of the Wireless Versions at the following junctures: (a) the initial concept and design
document stage; (b) the beta development stage, and (c) at the final pre-gold master stage (as such
terms are commonly understood in the entertainment software industry) for each Wireless Version.


PopCap shall have seven (7) business days after receipt to either approve or disapprove a
submitted “build,” which approval shall not be unreasonably withheld. Any disapproval shall be
communicated in writing and shall specify in detail the specific elements that are disapproved and
the changes required for approval. In the event PopCap neither approves nor disapproves the
submitted material within such seven (7) business day period, such submitted material shall be
deemed approved. Sorrent agrees to make such changes as will be reasonably required to correct any
deficiencies noted by PopCap promptly upon receipt of such notice. This procedure will be repeated
with each submission with a 3 business day turn-around until PopCap determines that its reqnest(s)
for changes has been met. Failure to provide PopCap with “builds” as outlined above or publishing
Wireless Versions without PopCap approval shall be deemed a breach of this Agreement by Sorrent.
Sorrent shall ensure that all Wireless Versions do not vary in any material respect from the
representative samples approved by PopCap in accordance with the procedures





2









 







outlined above. With respect to any particular Wireless Version that has not been approved by
PopCap pursuant to the procedures outlined above, PopCap reserves the right to have Sorrent remove
that version from distribution until it has corrected any deficiencies noted by PopCap.




The parties shall work cooperatively to streamline the foregoing process to the extent appropriate
to minimize the time required for Sorrent to make minor revisions to the Wireless Versions.



     2c. Sorrent will submit the PopCap Titles to carriers’ applicable certification
processes.



     2d. Sorrent will deploy the PopCap Titles on Sorrent’s servers.



     2e. Sorrent will provide marketing and promotion of the PopCap Titles to consumers via
programs with carrier partners, Sorrent web site, Sorrent sell sheets, tradeshows, press releases,
and other appropriate programs to be determined at Sorrent’s sole discretion. Use of PopCap
trademarks or service marks in any marketing materials shall be
subject to the terms of Sections 1d
and le above and to approval by PopCap, with such approval not to be unreasonably withheld. PopCap
shall have the right to review and approve all marketing, advertising and promotional materials
incorporating any of PopCap’s creative assets. PopCap shall have five (5) business days after
receipt to either approve or disapprove such materials, which approval shall not be unreasonably
withheld. Any disapproval shall be communicated in writing and shall specify in detail the specific
elements that are disapproved and the changes required for approval. In the event PopCap neither
approves nor disapproves the submitted material within such five (5) business day period, such
submitted material shall be deemed approved. Marketing materials for use in co-marketing with
carriers that incorporate previously approved screen shots from the PopCap Titles will be deemed
approved and will not be subject to further approval requirements. Failure to provide PopCap with
any marketing, advertising and promotional materials incorporating any of PopCap’s creative assets
prior any publication of said marketing, advertising or promotional materials shall be deemed a
breach of this Agreement by Sorrent.



     2f. Sorrent will provide customer support as reasonably necessary, and any such support shall
be of a high quality of the equivalent standard customary in the entertainment software industry.



     2g. The Wireless Versions shall include PopCap brands and proprietary notices in a form
approved by PopCap, and Sorrent shall not alter or delete such brands or notices without the prior
written consent of PopCap. Any co-branding of the Wireless Versions shall be subject to PopCap’s
prior written approval.



     2h. The Wireless Versions shall be distributed with the end user license agreement set forth
in Exhibit E.



     3. PopCap’s Obligations.



     PopCap will:



     3a. Deliver to Sorrent all source code, documentation, and proprietary development tools
necessary for Sorrent to modify, create translations of, localize and port the PopCap Titles as
set forth in Section 2 above within 30 days of the Effective Date.



     3b. Upon reasonable request by Sorrent, use reasonable efforts to assist Sorrent in
performing its obligations by answering technical questions and providing information necessary
for modifying the application.



     4. Term and Termination.



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     4a. The term of this agreement (the “Term”) will begin on the Effective Date and will expire
three (3) years thereafter. The Term will automatically renew for additional
one-year terms unless
either party notifies the other in writing of its intent not to renew at least 30 days prior to
expiration of the then- current term.



     4b. Either party may terminate this Agreement if the other party materially breaches its
obligations hereunder and such breach is not cured within 30 days following written notice to the
breaching party.



     4c. PopCap shall have the right to terminate this Agreement with respect to any particular
PopCap Title that has not been submitted for distribution to one or more carriers by the deadline
for that PopCap Title set forth in Schedule C to this Agreement
by providing Sorrent with 30 days written notice of its intent to do so. Any termination by PopCap pursuant to this Section 4c will
only be effective if Sorrent has not submitted the relevant PopCap Title for distribution by a
carrier within 30 days of receipt of such notice.




     4d. Upon 30 days written notice, PopCap shall have the right to terminate this Agreement with
respect to any PopCap Title for which the quarterly royalties payable to PopCap do not meet the
Royalties Target as set forth in Schedule C to this Agreement. Any termination by PopCap pursuant
to this Section 4d will only be effective if (i) PopCap provides such written notice to Sorrent
within 15 days of receipt of any quarterly report disclosing that a given Royalties Target has not
been met. In the event of a termination pursuant to this Section 4d, Sorrent shall have *****
following the effective date of the termination to sell off remaining inventory of the affected
PopCap Title.




     4e. The parties acknowledge and agree that end users may download the PopCap Titles during
the Term of this Agreement and continue to use those downloads after the expiration of this
Agreement pursuant to end user subscription agreements.



5. Royalties; Sales Reports




     5a. During the Term of this Agreement. Sorrent will pay PopCap royalties as set forth in
Schedule B to this Agreement. PopCap’s share of Gross Revenues shall be net of taxes (other than
taxes measured by PopCap’s income), and Sorrent shall be responsible for the payment of all taxes
which result from its activities pursuant to this Agreement.



     5b. Any royalties owed to PopCap shall be paid on a quarterly basis within thirty (30) days
following the end of each of Sorrent’s fiscal quarters during the term of this Agreement, Sorrent
may adjust any future royalty payment for any past overpayments that may have occurred and/or any
adjustments to any prior Gross Revenues calculation.



     5c. Sorrent will provide on a quarterly basis sales reports reflecting payments received from
carriers and other third parties for sales of each PopCap Title and the resultant royalties
payable to PopCap. Such reports shall specify Gross Revenue and PopCap’s share of revenue by
carrier, title and platform as well as the total of PopCap’s share of revenue where provided by
carrier to Sorrent, and may include such other information as PopCap may reasonably request.



     5d. Sorrent will maintain books and records relating to the Gross Revenues and the allocation
of the royalties pursuant to this Section 5 and Schedule B. On at least 15 days prior written
notice, PopCap or its agents may, at PopCap’s sole expense,
inspect, make copies of, and otherwise
audit those books and records at Sorrent’s offices during normal business hours; provided that the
foregoing audit rights will be subject to Sorrent’s confidentiality restrictions. PopCap’s audit
rights under this Section 5 will terminate upon the 12-month anniversary of the expiration of this
Agreement, and PopCap may not audit Sorrent’s books more frequently than once in any 12-month
period. Sorrent shall pay any shortfall




 





	***** 	The omitted portions of this exhibit have been filed with
the Securities and Exchange Commission pursuant to a request for confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






4









 







to PopCap
together with interest accrued thereon at a rate of ten percent (10%) from the date such
royalty should have been paid to the date of payment. In addition, Sorrent shall pay the costs of
the audit in the event that the audit report discloses a shortfall of five percent (5%) or more
during any quarter.




6. Representations and Warranties.




     6a. Each party represents and warrants that (i) it is an entity duly organized and validly
existing under the laws of its state of organization, (ii) it has the power and authority to enter
into this Agreement and to perform fully its obligations under this Agreement, (iii) it is under no
contractual or other legal obligation that might interfere in any way with its prompt and complete
performance under this Agreement, and (iv) the person executing this agreement on its behalf has
been duly authorized to do so and, upon such execution, this Agreement constitutes a binding
obligation of such party.



     6b. PopCap further represents and warrants that (i) it is the lawful owner or licensee of all
rights in the PopCap Titles and has the full right and authority to grant the licenses herein; and
(ii) the PopCap Titles and the license granted herein do not violate any third party rights,
including, without limitation, any copyright, trademark, trade secret
or US patent right.



     6c Sorrent further represents and warrants that (i) it is the lawful owner or licensee of
all rights in the content which it incorporates into the Wireless Versions, and has the full right and
authority to do such incorporating; and (ii) the incorporation of such content into the Wireless
Versions will not violate any third party rights, including, without limitation, any copyright,
trademark, trade secret or US patent right.



7. Confidentiality.




     7a. During the Term of this Agreement and thereafter, each party will use and reproduce the
other party’s Confidential Information (as defined below in
Sections 7b. and 7c.) only for
purposes of this Agreement and only to the extent necessary for such purpose and will restrict
disclosure of the other party’s Confidential Information to its employees, consultants or
independent contractors with a need to know and will not disclose the other party’s Confidential
Information to any third party without the prior written approval of the other party.
Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to
disclose Confidential Information of the other party if required to do so under law or in a
judicial or other governmental investigation or proceeding, provided the other party has been
given prior notice and the disclosing party has sought all available safeguards against widespread
dissemination prior to such disclosure.



     7b. “Confidential Information” refers to: (i) the terms and conditions of this Agreement;
(ii) the source code and assets for the PopCap Titles, (iii) each party’s trade secrets, business
plans, strategies, methods and/or practices; and (iv) any other information relating to either
party or its business that is not generally known to the public, including but not limited to
information about either party’s personnel, products, customers, marketing strategies, services or
future business plans.



     7c. Notwithstanding the foregoing, Confidential Information specifically excludes (i)
information which is in the public domain or subsequently becomes available to the public other
than as a result of a breach of this Agreement; (ii) information that is known to either party
without restriction, prior to receipt from the other party under this Agreement, from its own
independent sources as evidenced by such party’s written records, and which was not acquired,
directly or indirectly, from the other party; (iii) information that either party receives from
any third party reasonably known by such receiving party to have a legal right to transmit such
information, and not under any obligation to keep such information confidential; and (iv)
information independently developed by either party’s employees or agents.



8. Indemnity and Limitation of Liability.



5









 





     8a. PopCap agrees to indemnify, defend and hold harmless Sorrent and its parent, subsidiaries,
affiliates, successors or assigns, and the officers, directors and employees of each of them from
and against any damages, liabilities, claims, costs and expenses, including reasonable legal fees
and expenses (“Claims”) arising directly or indirectly from PopCap’s breach of any of its
representations, warranties or obligations herein.



     8b.
Sorrent agrees to indemnify, defend and hold harmless PopCap and its parent,
subsidiaries, affiliates, successors or assigns, and the officers, directors and employees of each
of them from and against any Claims arising directly or indirectly from Sorrent’s breach of any of
its representations, warranties or obligations herein.



     8c. Limitation of Liability; Disclaimer of Warranties: EXCEPT FOR ANY INDEMNIFICATION
LIABILITY ARISING UNDER THIS SECTION 8 OR THE VIOLATION OF THE INTELLECTUAL PROPERTY OR TRADE
SECRET RIGHTS OF A PARTY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT
(INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE
OR ANTICIPATED PROFITS OR LOST BUSINESS. SUBJECT TO THE OBLIGATIONS OF THE PARTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND EXPRESS OR
IMPLIED WARRANTIES WHATSOEVER.



9. Miscellaneous.




     9a.
Publicity; Approvals. After execution of this Agreement
the parties will issue a joint press release to announce the signing
of this Agreement.
Neither party may make any press release, public statement or disclosure concerning the
terms of this Agreement without the prior approval of the other party. Whenever either
party requests any approval from the other party in accordance with the terms of this
Agreement, the reviewing party will provide a response within 5 business days, and the
material submitted will be deemed approved if the submitting party does not receive a
response within such time.



     9b. Notice. In order to be effective, any notice under this Agreement must be in
writing and delivered by personal delivery, overnight courier, confirmed facsimile or certified or
registered mail. All notices should be directed to the parties and addresses set forth below:



Sorrent:




Paul Zuzelo

Sorrent, Inc.

1810 Gateway Blvd, Suite 115

San Mateo, CA 94404

Fax No.: (650) 571-5698




With a copy to:




Piper Rudnick LLP

333 Market Street, Suite 3200

San Francisco, CA 94105

Attn: Lisa M. Sitkin, Esq.

Fax No. : (415) 659-7300





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PopCap:




General Business Manager

PopCap Games

2401 4th Ave

Suite 810

Seattle, WA 98121

Fax No: (206)256-2066




     9c. No Partnership or Joint Venture. Neither party has any power or authority to
assume or create any obligation or responsibility on behalf of the other party, and this Agreement
may not be construed to create or imply any partnership, agency or joint venture between the
parties.



     9d. Force Majeure. Any delay in or failure of performance by either party will not be
considered a breach of this Agreement to the extent such delay or failure is actually caused by
any occurrence beyond the reasonable control of such party including, without limitation, acts of
God, power outages, telecommunications failures and governmental restrictions.



     9e.
Assignment: Binding Effect on Successors and Assigns. Sorrent may not assign its
rights or obligations under this Agreement without the prior written consent of PopCap, such
consent not to be reasonably withheld. This Agreement will be binding upon and inure to the
benefit of the parties and their permitted successors and assigns.



     9f.
Governing Law; Forum. This Agreement will be governed by and construed in
accordance with the laws of the State of California without reference to California’s conflict of
laws principles.



     9g. Construction. The parties acknowledge that the terms of this Agreement reflect
negotiations between the parties, both of whom were represented by counsel, and that the Agreement
may not be deemed, for purposes of construction and interpretation, to have been drafted by either
party.



     9h. Waivers. No waiver of any of the provisions of this Agreement will constitute or
be deemed to be a waiver of any other provision of this Agreement.



     9i. Severability. The provisions of this Agreement will be deemed severable and
the invalidity or unenforceability of any particular provision or provisions will not affect the
validity and enforceability of any other provision.



     9j.
Entire Agreement; Modifications. This Agreement, together with any schedules and
exhibits referred to herein, is the complete and entire agreement between Sorrent and PopCap
regarding the subject matter hereof and supersedes any prior agreements and communications,
whether written or oral, regarding that subject matter. This Agreement may only be modified by a
writing signed by both parties.



     9k. Attorney Fees. In the event that any suit or other action is instituted to
interpret or enforce this Agreement, the prevailing party shall be entitled to recover its
attorney fees, including those incurred on appeal, as determined by the court.



	 	 	 	 	 	 	 	 	 	 	 
	PopCap Games, Inc.	 	 	 	Sorrent, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [ILLEGIBLE]	 	 	 	By:	 	/s/ Ray Schaaf	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	President
 

	 	 	 	Title:
	 	President of Publishing
 

	 	 






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 Schedule A 




PopCap Titles




The PopCap Titles are:




l -Zuma

2 -AstroPop

3 -Bookworm




8









 





Schedule B 




Royalty Rate



Sorrent will pay to PopCap royalties based on Gross Revenues from the PopCap Titles pursuant to
this Agreement as follows: For single unit sales, Sorrent shall pay PopCap the greater of A)
***** percent (*****%) of Gross Revenues or B) ***** ($*****) per each unit sold.
For subscription sales, Sorrent shall pay PopCap the greater of A) ***** percent (*****%) of
Gross Revenues or B) ***** ($*****) per each subscription unit of time to a single end user,
with the maximum unit of time not to exceed one month



For purposes of this Agreement, “Gross Revenues” means all revenues received by Sorrent from
carriers or other third parties with respect to the PopCap Titles.




 





	***** 	The omitted portions of this exhibit have been filed with
the Securities and Exchange Commission pursuant to a request for confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






9









 





Schedule C 




Submission Deadlines and Royalties Targets



For each of the PopCap Titles, the deadline by which Sorrent must submit the title for
distribution by one or more carriers and the Royalty Targets will be as follows:




Title 1 (Zuma)

Submission deadline shall be no later than ***** after the Effective Date.

Royalty Targets:




	 	 	 	 	 
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter






Title 2 (AstroPop)

Submission deadline shall be no later than ***** after the Effective Date.

Royalty Targets:




	 	 	 	 	 
	Months *****
	 	 $***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter






Title 3 (Bookworm)

Submission deadline shall be no later than ***** after the Effective Date.

Royalty Targets:




	 	 	 	 	 
	Months *****
	 	$***** per quarter 
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter
	Months *****
	 	$***** per quarter





The royalty targets shall commence on the earlier of A) the first launch date or B) the
stated submission deadline. Royalty targets shall not be cumulative (i.e. any royalties in
excess of the target in one quarter may not be carried over to a later quarter.)




 




	***** 	The omitted portions of this exhibit have been filed with
the Securities and Exchange Commission pursuant to a request for confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






10









 








Schedule D 




Trademark Usage Guidelines




PopCap Guidelines:



PopCap has granted to Sorrent a limited license to use and publish PopCap’s Trademarks. Sorrent
shall retain the appropriate trademark symbol or designation (i.e., ®, TM or SM) and shall footnote
the appropriate ownership of PopCap’s Trademarks wherever they are displayed in any manner as
PopCap may reasonably designate from time to time. Sorrent agrees that it will not use PopCap’s
Trademarks or any reproduction thereof in any manner which is not a permitted use without PopCap’s
prior written approval.



Sorrent further agrees that it will not apply for or seek to obtain trademark, copyright, domain
name or any other intellectual property right in any of PopCap’s Trademarks. Sorrent will not
challenge the title or right of PopCap in and to PopCap’s Trademarks. Sorrent will not harm,
misuse or bring into disrepute any of PopCap’s Trademarks, their reputation or that of PopCap or
any of its affiliated entities.




Sorrent Guidelines:



Sorrent has granted to PopCap a limited license to use and publish Sorrent’s Trademarks, PopCap
shall retain the appropriate trademark symbol or designation (i.e.,
®, TM or SM) and shall footnote
the appropriate ownership of Sorrent’s Trademarks wherever they are displayed in any manner as
Sorrent may reasonably designate from time to time. PopCap agrees that it will not use Sorrent’s
Trademarks or any reproduction thereof in any manner which is not a permitted use without
Sorrent’s prior written approval.



PopCap further agrees that it will not apply for or seek to obtain trademark, copyright, domain
name or any other intellectual property right in any of Sorrent’s Trademarks. PopCap will not
challenge the title or right of Sorrent in and to Sorrent’s Trademarks. PopCap will not harm,
misuse or bring into disrepute any of Sorrent’s Trademarks, their reputation or that of Sorrent
or any of its affiliated entities.





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Schedule E 




End User License Agreement



Terms of Service: By accessing and using Sorrent’s services, you accept and agree to be bound
by these terms and conditions and by the Terms of Use and Legal Notices on our web site,
accessible from your PC browser at www.sorrent.com.



Proprietary Rights; Restrictions on Use: All games, software and other materials provided by
Sorrent through its services, including, without limitation, all text, graphics, photographs,
images, moving images, sounds and illustrations (the
“Content”), are the property of Sorrent, Inc.
and its licensors and are protected by U.S. and international copyright laws and treaty
provisions. Sorrent grants to you a non-exclusive, limited license to download and use the Content
solely in order to play games on Sorrent’s services. You may not use the Content for any other
purpose. You may not sub-license, or charge others to use or access the Content. You may not
translate, reverse-engineer, reverse-compile or decompile, disassemble, modify or make derivative
works from the Content.



No Liability for Service Provider Charges: Sorrent and its licensors are not responsible or liable
for service provider charges incurred by users while accessing Sorrent services.



No Liability for Improper Use or Behavior: Sorrent and its licensors advise against use of Sorrent
services during activities, such as automobile driving, where distractions may produce a
significant risk of accident. You acknowledge and agree that use of the Sorrent services during
such activities is at your sole risk, and that Sorrent and its licensors will not be responsible
for damages of any kind whatsoever resulting from your failure to comply with this warning.
Sorrent does not police the behavior of its users and cannot prevent users from harassing other
users or sending improper messages to other users. Sorrent will not be liable for any improper
conduct on the part of its users.



No Warranties: Sorrent services are provided on an “as is” and “as available” basis. Sorrent
expressly disclaims all warranties of any kind, whether express or implied.



Privacy Policy: Sorrent will only collect and handle user information in compliance with its
privacy policy, accessible from your PC browser at
www.sorrent.com. Sorrent may provide anonymous
aggregated statistical and demographic information (such as the average length of time users
access certain games) to third parties in Sorrent’s sole discretion.



Sorrent and We Create.You Play. Everywhere, are registered trademarks of Sorrent, Inc. All other
trademarks are the property of their respective owners.





12










 







    FIRST
    AMENDMENT TO THE PUBLISHING AND DISTRIBUTION AGREEMENT



 



    This shall serve as the First Amendment to the Publishing and
    Distribution Agreement (“Agreement”) by and between
    Glu Mobile, Inc. (“Glu Mobile”) and PopCap Games, Inc.
    (“PopCap”) and is entered into as of the
    19th
    day of August, 2004 (“Amendment effective date”)



 



    The parties agree to modify the Agreement as follows:



 


			
	 	    1.  
	
    Effective Date.  The Effective Date of the
    Agreement is hereby defined to be
    October 1st,
    2004

	 
	 	    2.  
	
    Name Change.  The legal name of the entity with
    whom the Agreement was signed has been changed from
    “Sorrent, Inc.” to “Glu Mobile Inc.” (DBA
    “Glu”) effective June 2, 2005.

	 
	 	    3.  
	
    Insaniqarium.  Schedule A of the Agreement
    is amended to provide that Insaniqarium shall replace Bookworm
    as the third licensed title under the same terms and conditions
    governing all titles included in Schedule A.
    Schedule C is likewise amended to provide that Insaniqarium
    shall replace Bookworm as Title 3, and the Submission
    deadline for Insaniquarium shall be no later than *****
    after the Amendment Effective Date.

	 
	 	    4.  
	
    Term.  The Term of this Agreement with respect
    to the licensed title Insaniquarium shall begin on Amendment
    Effective Date and will expire three (3) years thereafter. The
    Term will auto-renew as per the terms set forth in
    section 4a of the Agreement.




 



    Except as herein expressly amended or by necessary implication
    modified by this Agreement, the Agreement in all other respects
    is hereby ratified and shall continue in full force and effect.



 



    By signing in the places indicated below, the parties hereto
    accept and agree to all of the terms and conditions hereof.



 


	 	 	 
	

    PopCap Games, Inc.
    


	
 
	
    Glu Mobile, Inc.
    

	
 
	
 
	
 

	


By: /s/  David
K. Itaas








	
 
	


By: /s/  Paul
Zuzelo


    






	
 
	
 
	
 

	

    Date: 8/22/05





    


	
 
	

    Date: 8/29/05





    







 




	***** 	The omitted portions of this exhibit have been filed with
the Securities and Exchange Commission pursuant to a request for confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
















 







    SECOND AMENDMENT
    TO PUBLISHING & DISTRIBUTION AGREEMENT



 



    This amendment to that Publishing and Distribution Agreement,
    dated October 2004 and amended August 22, 2004 (together
    the “Agreement”), is entered into by and between
    PopCap Games, Inc. (“PopCap”), and Glu Mobile, Inc.
    (“Glu Mobile”), (collectively the “Parties”
    and individually a “Party”).



 



    The Parties hereby agree to amend the Agreement as follows:



 


			
	 	    1.  
	
    Amend the first paragraph to add the following Party after
    “PopCap Games, Inc.”:




 



    . . . and PopCap Games, International, Ltd., a
    company organized and existing under the laws of Ireland having
    its registered office at 30 Herbert Street, Dublin 2,
    Ireland, defined collectively as (“PopCap”).



 


			
	 	    2.  
	
    Add the following to the end of Section 5b:




 



    Glu Mobile agrees to make payments to PopCap Games, Inc., for
    revenue earned from its distribution partners in North and South
    America (understood as: U.S., Canada, Mexico, Central and
    South America), and to pay PopCap Games International. Ltd., for
    revenue earned from its distribution partners outside North
    and South America (understood as: Asia, Europe, Eastern
    Europe, Australia, New Zealand, Caribbean, Africa, Mauritius,
    and the Middle East). For avoidance of doubt, such separate
    payments and any reporting provided for in this Section 5b
    or the Agreement shall commence as of the second quarter of
    2006.



 



    All other terms and conditions of the Agreement shall remain in
    full force and effect except as modified by this amendment. In
    the event of any inconsistencies between this amendment and the
    Agreement, this amendment shall prevail.



 



    In witness whereof, the Parties have caused the agreement to be
    made effective as of January 1, 2006.



 


	 	 	 	 	 	 	 
	
    PopCap Games, Inc.
	
 
	
    Glu Mobile, Inc.

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Signature:
    
	
 
	
    /s/  David
    K. Haas


    

    
	
 
	
    Signature:
    
	
 
	
    /s/  Paul
    Zuzelo


    

    

	
    Name:
    
	
 
	
    David K. Hass

    

    
	
 
	
    Name:
    
	
 
	
    Paul Zuzelo

    

    

	
    Title:
    
	
 
	
    COO

    

    
	
 
	
    Title:
    
	
 
	
    CAO

    

    

	
 

	
    APPROVED:

	
 
	
 
	
 
	
 
	
 

	
    PopCap Games International,
    Ltd.

    
	
 
	
 
	
 
	
 

	
    Signature:
    
	
 
	
    /s/  David
    K. Haas


    

    
	
 
	
 
	
 
	
 

	
    Name:
    
	
 
	
    David K. Hass

    

    
	
 
	
 
	
 
	
 

	
    Title:
    
	
 
	
    Director

    

    
	
 
	
 
	
 
	
 



















 





THIRD AMENDMENT TO PUBLISHING AND DISTRIBUTION AGREEMENT



Reference is made to that certain Publishing and Distribution Agreement between PopCap Games, Inc.
and PopCap Games International, Ltd. (collectively, “Licensor” or “PopCap”), on the one hand, and
Glu Mobile Inc. (as successor-in-interest to Sorrent, Inc.) (“Licensee” or “Glu”), on the other
hand, dated October 2004 (as previously amended as of August 19, 2004 and January 1, 2006, the
“Agreement”). Effective July 11, 2007 (“Amendment Date”) the Agreement is hereby amended by this
Third Amendment to Publishing and Distribution Agreement (“Third Amendment”) as stated herein.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.




R E C I T A L S




     WHEREAS, pursuant to and in accordance with the Agreement, PopCap granted to Glu, among other
things, the exclusive worldwide right and license to create the Wireless Versions and to advertise,
promote, market, distribute, sell, reproduce, license and sub-license the Wireless Versions during
the Term; and



     WHEREAS, the parties now mutually wish to amend the Agreement to, among other things, extend
the Term and modify the financial terms thereof as provided herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:



     1. Amended Term. The Term of the Agreement is hereby extended and now expires on
December 31, 2008 (“Amended Term”) with respect to all PopCap Titles (as defined herein) and
Wireless Versions; provided, that certain aspects of the Agreement shall either automatically or at
PopCap’s written request (as the case may be) continue after expiration of the Amended Term as
specified in Paragraph 11, below. Paragraph 4a of the Agreement is hereby deleted in its entirety.
Paragraphs 4b through 4e remain in full force and effect.



     2. Definition of PopCap Titles. Schedule A (“PopCap Titles”) of the Agreement is
hereby deleted and replaced in its entirety with the following:



Schedule A

PopCap Titles





As used in this Agreement, the “PopCap Titles” are the versions of the following PopCap
games that, as of the Amendment Date, are being commercially distributed on or through
PopCap’s website (http://www.popcap.com):





 









 






ZumaTM

InsaniquariumTM

AstropopTM





For the avoidance of doubt, the term “PopCap Titles” does not include any updates, upgrades,
sequels, ports or adaptations for other platforms or devices, expansion packs, product line
extensions, or other derivative works or successor versions based on or containing all or
some of the recognizable game-play or graphical interface elements used in the enumerated
PopCap Titles (“Successor Versions”), including but not limited to any Successor Version
marketed and distributed under a title that references or incorporates the name of a PopCap
Title (e.g., Zuma 2, Insaniquarium II, Astropop Mania, Zuma’s Return, etc.).”



     3. Royalties. Schedule B (“Royalty Rate”) of the Agreement is hereby deleted and
replaced in its entirety with the following:



Schedule B

Royalty Rate





Glu shall pay to PopCap royalties (“Royalties”) based on Gross Revenues as follows: For
single unit sales, Glu shall pay PopCap the greater of: (i) the Royalty Rate multiplied by
Gross Revenues; or (ii) ***** ($*****) per each unit sold. For subscription sales, Glu shall
pay PopCap the greater of: (i) the Royalty Rate multiplied by Gross Revenues; or (ii) *****
($*****) per each subscription unit of time to a single end user, with the maximum unit of
time not to exceed one month.




Gross Revenues (“Gross Revenues”) means all revenues received by Glu from wireless carriers,
distribution partners, and all other third parties with respect to the Wireless Versions
(and any other content related to PopCap Titles, such as ringtones and wallpapers that are
based on PopCap Titles).




Royalty Rate (“Royalty Rate”) means: (i) ***** percent (*****%) with respect to Gross
Revenues received by Glu for Zuma and Astropop during the period commencing with the
Amendment Date and ending on September 30, 2007 and for Insaniquarium during the period
commencing with the Amendment Date and ending on August 17, 2008; (ii) ***** percent
(*****%) with respect to Gross Revenues received by Glu for Zuma and Astropop during the
period from October 1, 2007 through the expiration of the Amended Term and for
Insaniquarium during the period from August 18, 2008 through the expiration of the Amended
Term; (iii) ***** percent (*****%) with respect to any Gross Revenues received by Glu during
the twelve (12) month period immediately following the Amended Term (i.e., commencing
January 1, 2009 and ending on December 31, 2009); and (iv) ***** percent (*****%) with
respect to any Gross Revenues received by Glu thereafter.





 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.





 









 





     4. Minimum Guaranteed Quarterly Royalties. The parties hereby agree that in no event
shall the quarterly payments of Royalties due to PopCap (applicable to sales made after the
Amendment Date and sent to PopCap within thirty (30) days following the end of each quarter) be
less than the following amounts:



          (i) *****; and




          (ii) *****.




     As used herein, the ***** shall be the same as defined in *****.



     5. Trials. Glu may authorize end users to play Wireless Trial Versions (as defined
below) without requiring payment of a license fee and without subjecting Glu to the per-unit
minimum Royalties obligation contained in Schedule B;
provided, that: (i) any such Wireless
Trial Version shall be distributed and promoted by Glu and its distribution partners as an
enticement for end users to purchase the corresponding Wireless Version; and (ii) except for the
forgiveness of the per-unit minimum royalty, all terms applicable to the corresponding Wireless
Version shall apply to each Wireless Trial Version. As used herein, a “Wireless Trial Version”
means a Wireless Version that an end user is licensed to play on a temporary basis (e.g. total
playing time limited to less than ***** or a limited number of game plays) or with limited
functionality.



     6. Embeds. Prior to expiration of the Amended Term, Glu may execute distribution
agreements providing for the pre-installation or embedding of Wireless Versions or Wireless Trial
Versions onto Wireless Devices (“Embed Agreements”); provided, that: (i) distribution of Wireless
Versions under each Embed Agreement is subject to the Royalties requirements set forth in
Schedule B unless otherwise agreed in writing by PopCap; (ii) the effective date of such
Embed Agreement for manufacturing Wireless Devices containing such pre-installed Wireless Versions
or Wireless Trial Versions is a date within the Amended Term; and (iii) the end date under such
Embed Agreement for manufacturing such Wireless Devices containing such pre-installed Wireless
Versions or Wireless Trial Versions is no later than *****.





 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




 









 





     7. Market Coverage. During the Amended Term, Glu shall use all commercially
reasonable efforts to certify and make commercially available Wireless Versions of each PopCap
Title for all Target Devices through all Target Carriers (as such terms are defined below)
commensurate with *****. Notwithstanding the foregoing, PopCap acknowledges that Glu cannot control
the actions or inactions of carriers, whose approval is typically needed to certify and make
commercially available the Wireless Versions; any Glu failure caused by the acts or omissions of
carriers shall not be construed as a breach of this Agreement by Glu, provided that Glu can
demonstrate that its efforts to achieve the market coverage for each PopCap Title specified in this
paragraph were at a level commensurate with the efforts required under this Section


As used in this Third Amendment, “Target Devices” means the set of Wireless Devices for any given
carrier that meet the following criteria: (i) ranked by the carrier as a “high” or “medium”
priority for games; or (ii) included by the carrier on a ranked order list of Wireless Devices that
collectively account for ***** percent (*****%) or more of game sales, where such rankings have
been provided by the respective carrier for the then most recent quarter or month; and “Target
Carriers” means the then-current set of carriers through which Glu distributes any mobile games,
either directly or indirectly. The term “carrier,” as used throughout the Agreement (as amended)
refers to any provider of mobile communications services or content.




     8. Glu Marketing. During the Amended Term, Glu shall use commercially reasonable
efforts to undertake marketing and sales programs aimed at Target Carriers, manufacturers of Target
Devices (e.g. for Embed Agreements), other Glu distribution partners, and end users in a manner
that is commensurate with the efforts devoted by Glu to Glu’s other similarly selling mobile games
(with the determination of whether a game is “similarly selling” being made on a country-by-country
basis);; provided, however, that Glu makes no representation or warranty concerning the success or
results of such efforts. For example:




(A) If Glu creates and distributes via its distribution partners a wireless application that
contains or links to (e.g. via a WAP deck) marketing and product information about any Glu
mobile games in ways similar to Glu’s currently-contemplated Play Free Games promotional
program, then the Wireless Version of Zuma shall be included in such a program;




(B) Glu shall use commercially reasonable efforts to create and distribute via its
distribution partners a Zuma emulator that enables potential customers to experience certain
aspects of the game as an enticement to a potential purchase; and




(C) If Glu places online advertisements, Glu shall use commercially reasonable efforts to
include the Wireless Versions therein with levels of frequency and prominence similar to the
advertisements featuring its similarly selling mobile games in the country where a given
online advertising website is located.





 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




 









 





     9. PopCap Marketing. PopCap may, without limitation, conduct marketing efforts to
build awareness and increase sales of Wireless Versions. In addition, PopCap may sell Wireless
Versions, but only through www.popcap.com (or other PopCap-branded websites, such as localized
popcap.com websites), provided, in each case, that the sales model (i) is approved by the Target
Carrier of a given end user, (ii) yields a Gross Revenue per-unit to Glu that is the same or higher
than Glu’s typical per-unit Gross Revenue for the Wireless Version in question distributed through
the applicable Target Carrier and (iii) PopCap provides reports and payments to Glu for such sales
on the same requirements and on the same schedule as Glu provides to PopCap under the Agreement.



     10. PopCap Development. For the avoidance of doubt, PopCap shall be entitled to
develop, market and distribute, at any time during or after the Amended Term, any versions of any
products (including the PopCap Titles, but excluding the Wireless Versions), for any platform
(including Wireless Devices); provided, that PopCap shall not, nor grant any other party the right
to, distribute any version of a PopCap Title for Wireless Devices that (i) in any way conflicts
with Glu’s exclusive distribution rights granted in the Agreement (as amended hereby) or (ii) is
marketed using a title that uses the name of a PopCap Title in the form “Zuma N”, “Insaniquarium N”
or “Astropop N,” where N is an Arabic or Roman numeral such as “2”, “3”, “II” or “III”.



     11. Post Amended Term. Glu shall, and cause its carrier and other distribution
partners to, cease making the Wireless Versions (and any other content related to PopCap Titles,
such as ringtones and wallpapers that are based on PopCap Titles) commercially available as of
*****, provided, however, that (i) end users who have purchased Wireless Versions on a subscription
basis during the Amended Term may continue to subscribe without change after the Amended Term;
(ii) purchasers of a Wireless Device embedded with a Wireless Trial Version shall, after the
Amended Term, continue to be permitted to convert the Wireless Trial Version into a Wireless
Version; (iii) the other parties to the Embed Agreements may continue to pre-install the Wireless
Versions and/or Wireless Trial Versions so long as the requirements under this Agreement (as
amended), including Section 6 hereof, are met; and (iv) upon request by PopCap, Glu shall
continue its responsibilities under the Agreement, as amended, for certain PopCap Titles with
respect to certain combinations of carriers (or other Glu distribution partners), countries and/or
Wireless Devices for an additional period of time (as specified in writing by PopCap to Glu no
later than *****), subject in each of those four (4) cases to Glu’s obligation to pay Royalties
(and comply with the related reporting and payment obligations) to PopCap as specified in
Schedule B; provided, however, that beginning *****, Glu shall not be subject to (a) any
minimum guaranteed quarterly royalties (Section 4 of this Third Amendment), (b) any market coverage
obligations (Section 7 of this Third Amendment) and (c) any Glu marketing obligations (Section 8 of
this Third Amendment) . In addition, notwithstanding Schedule B, the Royalty Rate for
sales by Glu that PopCap authorizes per clause (iv) of this Section 11 of this Third Amendment
shall be ***** percent (*****%).





 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




 









 





     12. Transition Cooperation. Commencing *****, Glu will exercise commercially reasonable
efforts to cooperate with PopCap to facilitate the transition for Target Carriers and other Glu
distribution partners, such that PopCap shall become the supplier of wireless versions of PopCap
Titles (such wireless versions to be created by or on behalf of PopCap, i.e., not the Wireless
Versions) upon the expiration of the Amended Term.



     13. Reporting. The following Paragraph 5E shall be inserted and added to the
“Royalties; Sales Reports” section of the Agreement:




“5e. Within thirty (30) days of the end of each month, Glu shall deliver to PopCap (in
electronic Microsoft Excel or similar format) a monthly estimated “snapshot” report
(“Monthly Snapshot Report”) that specifies for each PopCap Title by territory as specified
in Section 5b of the Agreement, by Target Carrier (and by all other Glu distribution
partners individually or in aggregate) the units sold and the actual (or estimated if actual
not available to Glu) Gross Revenue generated by those units during the prior month. The
Monthly Snapshot Report shall be provided in addition to the quarterly sales report
specified in Paragraph 5a, in which the definitive Royalties is provided. For specifically
and solely the Monthly Snapshot Report due June 30, 2007, Glu shall deliver to PopCap said
Monthly Snapshot Sales report for each of the prior two (2) month periods (i.e. each of
April and May) on July 11, 2007 instead of June 30, 2007.



     14. Monthly Snapshot Report due July 11, 2007. PopCap acknowledges and agrees that,
as of the Amendment Date, it has received the Monthly Snapshot Report due July 11, 2007.



     15. Full Force and Effect. All other terms and conditions of the Agreement shall
remain in full force and effect except as modified by this amendment. The Agreement, as amended
hereby, is hereby ratified by the parties in all respects. All provisions of this Amendment that
expressly, or by the context in which they are used are intended to, survive the expiration of the
Amended Term, shall so survive. In the event of any inconsistencies between this Third Amendment
and the Agreement, the Third Amendment shall prevail.





 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




 









 




IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be made effective as of the
Amendment Date.




	 	 	 	 	 	 	 
	 	 	POPCAP GAMES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:
	 	/s/ Dennis Ryan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dennis Ryan	 	 
	 

	 	Title:
	 	EVP	 	 
	 
	 	 	 	 	 	 
	 	 	POPCAP GAMES INTERNATIONAL, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:
	 	/s/ David K. Hans	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David K. Hans	 	 
	 

	 	Title:
	 	Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	GLU MOBILE INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:
	 	/s/ Albert A. Pimentel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Albert A. Pimentel	 	 
	 

	 	Title:
	 	EVP & CFO