exv10w04






Exhibit
10.04




SECURITY AGREEMENT




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



1. CAPITALIZED TERMS




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



2. CREATION OF SECURITY INTEREST




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



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



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



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



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



3. REPRESENTATIONS AND WARRANTIES




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



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



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



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



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



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



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



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



4. AFFIRMATIVE COVENANTS




     Grantor shall do all of the following:



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



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



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



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



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



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



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



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



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



5. NEGATIVE COVENANT




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



6. EVENTS OF DEFAULT




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



7. COLLATERAL AGENT’S RIGHTS AND REMEDIES




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



               (a) declare all Obligations immediately due and payable;



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



8. COLLATERAL AGENT




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



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



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




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




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



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




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




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



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



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


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



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




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



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



     8.6 Indemnity; Contribution.



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



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



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



9. NOTICES




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



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



	 	 	 
	If to Grantor:

	 	Glu Mobile Inc.

2207 Bridgepointe Parkway, Suite 300

San Mateo, CA 94404

(650) 571-1550

Attn: Eric Ludwig, VP Finance

Fax: (650) 571-5698

Email: eric.ludwig@glumobile.com
	 
	 	 
	If to Collateral Agent or any Secured party:
	 
	 	 
	 

	 	c/o Wang Xin

Unit 1603, 16th Floor, Tower 2

China Central Place Office Building

No. 79 Jianguo Road, Chao Yang District

Beijing 100025, China

Email: wang.xin@mintelligent.com






10. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER




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



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



30









 





11. GENERAL PROVISIONS




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



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



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



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



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



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



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



12. DEFINITIONS




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



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



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



31









 







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



     “Agreement” is defined in the preamble hereof.



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



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



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



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



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



     “Collateral Agent” is defined in the preamble hereof.



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



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



     “Communication” is defined in Section 9.



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



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



     “Effective Date” is defined in the preamble hereof.



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



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



     “Event of Default” is defined in Section 6.



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



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



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



     “Grantor” is defined in the preamble hereof.



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



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



33









 







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



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



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



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



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



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



     “Noteholders” means holders of then outstanding Notes.



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



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



     “Permitted Liens” are:



34









 





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



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



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



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



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



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



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



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



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



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



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



     (l) the SVB Lien;



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



35









 





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



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



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



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



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



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



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



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



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



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



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



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



36









 







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



[Signature page follows.]




37









 








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



	 	 	 	 	 	 	 	 	 	 	 
	GLU MOBILE INC.:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ L. Gregory Ballard	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Name:
	 	L. Gregory Ballard	 	 	 	 	 	 	 	 
	Title:
	 	CEO	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MOBILE INTERNET (ASIA) LTD.:	 	 	 	ACE LEVEL LIMITED:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Atkeson	 	 	 	By:	 	/s/ Wang Ying Ying	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:

	 	Mark Atkeson	 	 	 	Name:	 	Wang Ying Ying	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	Director	 	 	 	Title:	 	Director	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WANG BIN:	 	 	 	IDG TECHNOLOGY VENTURE INVESTMENT III, L.P.:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Wang Bin	 	 	 	By:	 	/s/ Chising Ho	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:	 	Chising Ho	 	 
	 

	 	 	 	 	 	Title:
	 	Authorized Signatory
	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	VERBIER INTERNATIONAL INC.:	 	 	 	CAPITAL PARTNERS LIMITED:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Yung Lap Hang	 	 	 	By:	 	/s/ Yvonne Grerig	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:

	 	Yung Lap Hang	 	 	 	Name:	 	Yvonne Grerig	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	Sole Owner	 	 	 	Title:	 	Director	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






[Signature Page to Glu Mobile Inc. Security Agreement]




38









 








	 	 	 	 	 	 	 	 	 	 	 
	WOODSIDE INVESTMENTS, L.P.:	 	 	 	DURABLE HOLDINGS LIMITED:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Frank C. Revitt	 	 	 	By:	 	/s/ T.D.P. Kirkwood	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:

	 	Frank C. Revitt	 	 	 	Name:	 	T.D.P. Kirkwood	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	Managing Director	 	 	 	Title:	 	Director	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MOBILE HOLDINGS LIMITED:	 	 	 	CHRIS BODEN:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Atkeson	 	 	 	By:	 	/s/ Chris Boden	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:
	 	Mark Atkeson	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	Director	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RUSSEL LEWIS:	 	 	 	THE GLANCY FAMILY TRUST:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Russell Lewis	 	 	 	By:	 	/s/ John E. Glancy	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name:	 	John E. Glancy	 	 
	 

	 	 	 	 	 	Title:
	 	Trustee
	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	KENDRYK ENTERPRISES LP:	 	 	 	MICHAEL RICKS:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Frank C. Revitt	 	 	 	By:	 	/s/ Michael Ricks	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:
	 	Frank C. Revitt	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	Managing Director	 	 	 	 	 	 	 	 






[Signature Page to Glu Mobile Inc. Security Agreement]






39









 








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

	 	 

	 	 






[Signature Page to Glu Mobile Inc. Security Agreement]





40









 








Exhibit A

SCHEDULE OF SECURED PARTIES




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






41









 





EXHIBIT B




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



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



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



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



42









 





Schedule 1




Existing Liens




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

	 	Two copiers







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