EXHIBIT 10.01
    

    

    

    
      SECOND AMENDMENT
TO 
LOAN AND SECURITY AGREEMENT
    

    
      THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”)
      is entered into November 4, 2008, by and between GLU MOBILE INC.,
      a Delaware corporation, as successor by merger to Glu Mobile Inc., a
      California corporation (“Borrower”), and SILICON
      VALLEY BANK (“Bank”).  Capitalized terms used
      herein without definition shall have the same meanings given them in the
      Loan Agreement (as defined below).
    

    
      RECITALS
    

    
      A.  Borrower and Bank have entered into that certain Loan and
      Security Agreement dated as of February 14, 2007, as amended by that
      certain First Amendment thereto (the “Loan Agreement”),
      pursuant to which the Bank has agreed to extend and make available to
      Borrower certain advances of money.
    

    
      B.  Borrower desires that Bank amend the Loan Agreement upon
      the terms and conditions more fully set forth herein.
    

    
      C.  Subject to the representations and warranties of
      Borrower herein and upon the terms and conditions set forth in this
      Amendment, Bank is willing to so amend the Loan Agreement.
    

    
      AGREEMENT
    

    
      NOW, THEREFORE, in consideration of the foregoing Recitals and intending
      to be legally bound, the parties hereto agree as follows:
    

    
      1.  AMENDMENTS TO LOAN AGREEMENT.
    

    
         1.1  Section 2.4 (Fees).  Section
      2.4 of the Loan Agreement is amended by deleting subsection (d)
      (Liquidity Facility Fee) thereof, and by restating subsection (c) in its
      entirety as follows:
    

    
      “(c)      Collateral Monitoring
      Fee.  During any period in which amounts are outstanding under the
      Revolving Line, a monthly collateral monitoring fee of $1,000, payable
      in arrears on the last day of each month (prorated for any partial
      month) and upon termination of this Agreement.”
    

    
         1.2  Section 6.2 (Financial
      Statements, Reports, Certificates).  Section 6.2(b) of the Loan
      Agreement is amended in its entirety by replacing the text
      thereof with the following:
    

    
      “(b)      In the event that Borrower becomes subject to the reporting
      requirements under the Securities Exchange Act of 1934, as amended,
      within five (5) days after filing, but in no event later than 50 days
      after the end of each fiscal quarter and 95 days after each fiscal year
      end or such later date for a given report pursuant to a filing by
      Borrower pursuant to Rule 12b-25 of the Securities Exchange Act of 1934,
      as amended, all reports on Form 10-K, 10-Q and 8-K filed with the
      Securities and Exchange Commission or a link thereto on Borrower’s or
      another website on the Internet.”
    

    
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         1.3  Section 6.2 (Financial
      Statements, Reports, Certificates).  Section 6.2(d) of the Loan
      Agreement is amended in its entirety by replacing the text
      thereof with the following:
    

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

    
         1.4  Section 6.3 (Accounts
      Receivable) (Collection of Accounts).  The second sentence of
      Section 6.3(c) of the Loan Agreement is amended in its entirety
      by replacing the text thereof with the following:
    

    
                          “During any period in which amounts are outstanding
      under the Revolving Line, Borrower shall establish a lockbox account, or
      such other “blocked account” as Bank may specify, pursuant to a blocked
      account agreement in such form as Bank may specify in its good faith
      business judgment, into which all proceeds of Accounts shall be
      deposited by Borrower.”
    

    
         1.5  Section 6.9 (Financial Covenants).  The
      Tangible Net Worth covenant is deleted in its entirety and replaced with
      the following:
    

    
      “Minimum Liquidity Ratio.  A minimum Liquidity Ratio of
      cash and cash equivalents maintained at Bank or its Affiliates to
      Obligations of no less than 1.25 to 1.00.”
    

    
         1.6  The form of Compliance Certificate is
      revised to be as set forth in Annex A attached hereto.
    

    
         1.7  Section 9.4 of Loan Agreement
      (Application of Payments and Proceeds).  Section 9.4(a) is amended
      to delete the phrase “and so long as the Borrower’s Net Cash is below
      $3,500,000” and replace it with “and during any period in which amounts
      are outstanding under the Revolving Line”, and Section 9.4(b) is amended
      to delete the phrase “and if the Borrower’s Net Cash is above
      $3,500,000” and replace it with “and during any period in which amounts
      are not outstanding under the Revolving Line”.          
    

    
      2.  BORROWER’S REPRESENTATIONS AND WARRANTIES.  Borrower
      represents and warrants that:
    

    
             (a)  immediately
      upon giving effect to this Amendment (i) the representations and
      warranties contained in the Loan Documents are true, accurate and
      complete in all material respects as of the date hereof (except to the
      extent such representations and warranties relate to an earlier date, in
      which case they are true and correct as of such date), and (ii) no Event
      of Default has occurred and is continuing;
    

    
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             (b)  Borrower has
      the corporate power and authority to execute and deliver this Amendment
      and to perform its obligations under the Loan Agreement, as amended by
      this Amendment;
    

    
             (c)  True,
      accurate and complete copies of the certificate of incorporation, bylaws
      and other organizational documents of Borrower have been delivered to
      Bank on the date hereof and are in full force and effect;
    

    
             (d)  the execution and
      delivery by Borrower of this Amendment and the performance by Borrower
      of its obligations under the Loan Agreement, as amended by this
      Amendment, have been duly authorized by all necessary corporate action
      on the part of Borrower;
    

    
             (e)  this Amendment has
      been duly executed and delivered by the Borrower and is the binding
      obligation of Borrower, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, liquidation, moratorium or other similar
      laws of general application and equitable principles relating to or
      affecting creditors’ rights; and
    

    
             (f)  as of
      the date hereof, it has no defenses against the obligations to pay any
      amounts under the Obligations.  Borrower acknowledges that Bank has
      acted in good faith and has conducted in a commercially reasonable
      manner its relationships with Borrower in connection with this Amendment
      and in connection with the Loan Documents.
    

    
      Borrower understands and acknowledges that Bank is entering into this
      Amendment in reliance upon, and in partial consideration for, the above
      representations and warranties, and agrees that such reliance is
      reasonable and appropriate.
    

    
      3.  LIMITATION.  The amendments set forth in
      this Amendment shall be limited precisely as written and shall not be
      deemed (a) to be a waiver or modification of any other term or condition
      of the Loan Agreement or of any other instrument or agreement referred
      to therein or to prejudice any right or remedy which Bank may now have
      or may have in the future under or in connection with the Loan Agreement
      or any instrument or agreement referred to therein; or (b) to be a
      consent to any future amendment or modification or waiver to any
      instrument or agreement the execution and delivery of which is consented
      to hereby, or to any waiver of any of the provisions thereof.  Except as
      expressly amended hereby, the Loan Agreement shall continue in full
      force and effect.
    

    
      4.  EFFECTIVENESS.  This Amendment shall become
      effective upon the satisfaction of all the following conditions
      precedent:
    

    
         4.1  Amendment.  Borrower and Bank
      shall have duly executed and delivered to Bank this Amendment.
    

    
         4.2  Payment of Bank Expenses.  Borrower
      shall have paid all Bank Expenses (including all reasonable attorneys’
      fees and reasonable expenses) incurred through the date of this
      Amendment.
    

    
      5.  COUNTERPARTS.  This Amendment may be signed
      in any number of counterparts, and by different parties hereto in
      separate counterparts, with the same effect as if the signatures to each
      such counterpart were upon a single instrument.  All counterparts shall
      be deemed an original of this Amendment.
    

    
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      6.  INTEGRATION.  This Amendment and any
      documents executed in connection herewith or pursuant hereto contain the
      entire agreement between the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, offers and
      negotiations, oral or written, with respect thereto and no extrinsic
      evidence whatsoever may be introduced in any judicial or arbitration
      proceeding, if any, involving this Amendment; except that any financing
      statements or other agreements or instruments filed by Bank with respect
      to Borrowers shall remain in full force and effect.
    

    
      7.  GOVERNING LAW; VENUE.  THIS AMENDMENT SHALL
      BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF CALIFORNIA.  Borrower and Bank each submit to
      the exclusive jurisdiction of the State and Federal courts in Santa
      Clara County, California.
    

    

    

    
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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
      executed as of the date first written above.

    

    
    	
          
            BORROWER:
          

        	
           
        	
          
            GLU MOBILE INC.
          

        	

        
	

        	

        	
          
            a Delaware corporation
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	
          
            /s/ Eric R. Ludwig
          

        	

        
	

        	

        	
          
            Printed Name:
          

        	
          
            Eric R. Ludwig
          

        	

        
	

        	

        	
          
            Title:
          

        	
          
            Chief Financial Officer
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          
            BANK:
          

        	

        	
          
            SILICON VALLEY BANK
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          
            By:
          

        	
          
            /s/ Ray Aguilar
          

        	

        
	

        	

        	
          
            Printed Name:
          

        	
          
            Ray Aguilar
          

        	

        
	

        	

        	
          
            Title:
          

        	
          
            Regional Manager
          

        	

        


    

    
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      ANNEX A
COMPLIANCE CERTIFICATE
    

    

    

    
    	
          
            TO:       SILICON VALLEY BANK
          

        	
           
        	
          
            Date:
          

        	
           
        	

        
	

        	

        	

        	
           
        	

        
	
          
            FROM:     Glu Mobile Inc.
          

        	

        	

        	

        	

        


    

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

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

        	

        
	
           
        	
           
        	

        
	
          
            Reporting Covenant
          

        	
          
            Required
          

        	
          
            Complies
          

        	

        
	
           
        	
           
        	
           
        	
           
        	

        
	
          Monthly financial statements with
Compliance Certificate
          (Consolidating Financials)
        	
          Monthly within 30 days
        	
          
            Yes
          

        	
          
            No
          

        	

        
	
          Annual financial statement (CPA Audited) + CC
        	
          FYE within 210 days
        	
          
            Yes
          

        	
          
            No
          

        	

        
	
          10-Q, 10-K and 8-K
        	
          
            Within 5 days after filing with SEC, but not later than 50 days
            after quarter end, and 95 days after FYE, subject to any
            extensions pursuant to Rule 12b-25
          

        	
          
            Yes
          

        	
          
            No
          

        	

        
	
          Borrowing Base Certificate, A/R & A/P Agings, held check list,
          reconciliations, transaction reports and GL
        	
          Monthly within 30 days
        	
          
            Yes
          

        	
          
            No
          

        	

        
	
          Operating Budgets and Forecasts
        	
          30 days after FYE
        	
          
            Yes
          

        	
          
            No
          

        	

        
	
          Transaction Report
        	
          
            For Advances and weekly when Advances are outstanding
          

        	
          
            Yes
          

        	
          
            No
          

        	

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

          
             
          

        	
           
        	

        
	
           
        	
           
        	

        


    

    
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            Financial Covenant
          

        	
          
            Required
          

        	
          
            Actual
          

        	
          
            Complies
          

        	

        
	
           
        	
           
        	
           
        	
           
        	

        
	
          Maintain on a Monthly Basis:
        	
           
        	
           
        	
           
        	

        
	
          Minimum Liquidity
        	
          1.25:1.00
        	
          
            $____________
          

        	
          
            Yes
          

        	
          
            No
          

        	

        


    

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

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

    
    	
           
        	
           
        
	
           
        	
           
        
	
           
        	
           
        
	
           
        	

        


    

    
    	
          
            Glu Mobile Inc
          

        	
           
        	
          
            BANK USE ONLY
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Received by:
          

        	
           
        	

        
	
          
            By
          

        	
           
        	

        	
          
            AUTHORIZED SIGNER
          

        	

        
	
          
            Name:
          

        	
           
        	

        	
          
            Date:
          

        	
           
        	

        
	
          
            Title:
          

        	
           
        	

        	

        	

        	

        
	

        	

        	

        	
          
            Verified:
          

        	
           
        	

        
	

        	

        	

        	
          
            AUTHORIZED SIGNER
          

        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Date
          

        	
           
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Compliance Status: Yes      No
          

        	

        
	
          
             
          

        


    

    
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