In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: Exhibit 10.1

COOPERATION AGREEMENT

This Cooperation Agreement (Agreement) is entered into as of July 1, 2020, by and between e.l.f. Beauty, Inc., a Delaware corporation (the Company), and Marathon Partners Equity Management, LLC (Marathon Partners), Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli (collectively, the Marathon Parties) (each of the Company, on the one hand, and the Marathon Parties, on the other hand, a Party to this Agreement, and collectively, the Parties).

RECITALS

WHEREAS, the Marathon Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 2,585,000 shares of the common stock, par value $0.01 per share, of the Company (the Common Stock) as of the date of this Agreement;

WHEREAS, Marathon Partners submitted a letter to the Company on May 28, 2020 (the Nomination Notice) nominating a slate of director candidates to be elected to the Board of Directors of the Company (the Board) at the Company's 2020 Annual Meeting of Shareholders (the 2020 Annual Meeting); and

WHEREAS, as of the date of this Agreement, the Company and the Marathon Parties have determined to come to an agreement with respect to certain matters set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:

1. Board Nomination; Certain Information; Other Board and Company Actions.

(a) Lori Keith (the New Director) has provided the Company with (i) fully completed and executed copies of the Company's standard director & officer questionnaire, representation and agreement letter, and other reasonable and customary director onboarding documentation, including (A) all information reasonably requested by the Company that is required to be disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their appointment, nomination or election as a director of the Company and (B) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their appointment, nomination or election as a director of the Company and required by the Company in connection with the appointment or election of new members of the Board, (ii) an executed consent of the New Director to be named in any proxy statement or other filings under applicable law or stock exchange rules or listing standards and to serve as a Class III Director and (iii) a written representation that the New Director, if elected as a director of the Company, would be in compliance, and will comply with, all applicable confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, stock ownership and trading policies and guidelines, and other policies of the Company applicable to members of the Board (collectively, the Information), and has cooperated with a background check.

(b) Based on the Information, the Nominating and Corporate Governance Committee (the Nominating Committee) of the Board and the Board have determined that the New Director may serve as an independent director of the Company in accordance with the rules and listing standards of the New York Stock Exchange (NYSE) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the SEC).

(c) As promptly as practicable, but in no event later than two business days following the execution of this Agreement, the Nominating Committee and the Board shall take all necessary action to (i) increase the size of the Board from eight to nine directors, with such new Board seat to be in Class III, (ii) appoint the New Director as a Class III director on the Board and (iii) appoint the New Director to the Nominating Committee.





(d) Immediately following the execution of this Agreement by the Parties, the Marathon Parties shall send a letter to the Secretary of the Company irrevocably withdrawing (i) the Nomination Notice, and, accordingly, (ii) their nomination of Mario Cibelli, Dhiren Fonseca and Beth Birnbaum (the Nominations) for election to the Board as Class I directors at the 2020 Annual Meeting and (iii) the Marathon Parties' demand letter pursuant to Section 220 of the Delaware General Corporation Law, dated April 12, 2019.

(e) The Board shall take all necessary action to include in the proposals to be voted on at the 2020 Annual Meeting (i) a say-on-pay proposal of the Company and (ii) a vote as to the frequency at which say-on-pay proposals will be presented to and voted on by the stockholders at future annual meetings of the Company, which shall include a recommendation by the Board that stockholders vote FOR annual say-on-pay proposals.

(f) The Board shall take all necessary action to amend Section 3.1(a) of the 2016 Equity Incentive Award Plan of the Company (the 2016 Incentive Plan) to reduce the maximum automatic annual percentage increase of shares of Common Stock reserved for issuance under the 2016 Incentive Plan from 4% to 2%. During the Support Period (as defined below), the Board shall not (i) adopt a new equity incentive award plan or otherwise seek to amend the 2016 Incentive Plan to increase the Share Limit (as defined in the 2016 Incentive Plan) or (ii) issue Awards (as defined in the 2016 Incentive Plan) in excess of the Share Limit (as defined in the 2016 Incentive Plan).

(g) The New Director (or any Replacement (as defined below)), in addition to all current directors, will (A) comply with all policies, procedures, codes, rules, standards and guidelines applicable to members of the Board and (B) keep confidential all Company confidential information and not disclose to any third parties (including the Marathon Parties) discussions or matters considered in meetings of the Board or Board committees.

(h) Annual grants of equity awards to executive officers of the Company in 2021 will take place during the open trading window following the Company's fourth quarter earnings call in 2021. The proxy statement for the 2020 Annual Meeting shall include language describing the obligation of the Company set forth in this Section 1(h).

(i) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law.

(j) The New Director (or any Replacement (as defined below)) may attend as a non-voting observer any meeting(s) of the Compensation Committee of the Board (the Compensation Committee) held following the date of this Agreement and during the Support Period, and shall receive a copy of any materials disseminated to Compensation Committee members in connection with such meeting(s).

2. Representations of the Marathon Parties. The Marathon Parties represent and warrant to the Company as of the date hereof as follows:

(a) The Marathon Parties are the beneficial owners of 2,585,000 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the Marathon Parties, and (i) the Marathon Parties' interests in the Common Stock and debt or other securities of the Company is as set forth on Exhibit A, (ii) except as set forth on Exhibit A, the Marathon Parties do not currently have, and do not currently have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps, puts, calls, appreciation rights or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement) (collectively, Securities of the Company) and (iii) the Marathon Parties will not, directly or indirectly, compensate or agree to compensate the New Director for her service as a director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation. The terms

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beneficially owns and beneficial ownership for all purposes under this Agreement shall have the meanings set forth in Rule 13d-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act). As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

(b) The Marathon Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over any of the securities set forth on Exhibit A, or to transfer, hypothecate or lend any of the securities set forth on Exhibit A.

(c) Each of the Marathon Parties represents and warrants to the Company as of the date hereof that it has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the Marathon Parties, and constitutes a legal, valid and binding obligation of each of the Marathon Parties, enforceable against each of the Marathon Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the Marathon Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document of the Marathon Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Marathon Parties or any of their respective assets is bound.

3. Representations of the Company. The Company represents and warrants to the Marathon Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Amended and Restated Bylaws of the Company (the Bylaws), or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound. The Company further represents and warrants to the Marathon Parties as of the date hereof that since March 2, 2019 it has not granted any performance equity awards to any named executive officers other than those disclosed or referenced by the Company in its Forms 4 filed with the SEC in June 2020.

4. Support Period Covenants.

(a) During the period commencing on the date hereof and ending at 11:59 pm New York Time on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company's 2021 Annual Meeting of Stockholders (the 2021 Annual Meeting) as determined by applicable law and set forth in the Bylaws (such period, as modified, if applicable, in Section 4(b) below, the Support Period), the Marathon Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting and any other meeting of stockholders of the Company, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the Marathon Parties on the record date for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) to ratify the appointment of the Company's independent registered public accounting firm, (iii) in accordance with the Board's recommendation with respect to the Company's say-on-pay proposal and compensation plans and any amendments thereto and (iv) in favor of any other proposals recommended by the Board, provided, that with respect to any extraordinary matter, including any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company or its subsidiaries which requires a vote of the Company's stockholders, the Marathon Parties shall have the right to vote the shares of Common Stock beneficially owned by the Marathon Parties in their sole discretion. The Marathon Parties shall provide written evidence of such vote to the Company no later than ten (10) business days prior to the 2020 Annual Meeting.

(b) Notwithstanding the foregoing, if either:

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(i) at any time between the date of this Agreement and the date that is thirty (30) days prior to the expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as determined by applicable law and set forth in the Bylaws (such date, the 2021 Annual Meeting Nomination Window Date), the Marathon Parties do not meet the Minimum Ownership Threshold (as defined below), or

(ii) as of the 2021 Annual Meeting Nomination Window Date, all of the following conditions have been met:

a. if the New Director or her Replacement is a director on the Board as of the 2021 Annual Meeting Nomination Window Date, the New Director or her Replacement (as applicable) is a member of the Nominating Committee as of such date,

b. between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, Tarang Amin has not entered into a voting agreement or similar agreement that would subject any Securities of the Company beneficially owned by Mr. Amin to any arrangement or agreement with respect to the voting thereof with any other person that is a holder of any Securities of the Company and that is not affiliated with Mr. Amin or his estate planning, or that would give Mr. Amin the power to vote or direct the voting of any Securities of the Company beneficially owned by any other person that is not affiliated with Mr. Amin or his estate planning,

c. between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, the Company has not issued shares of Common Stock (and/or Securities of the Company convertible into, or exercisable for, shares of Common Stock) in any transaction that represents more than 20% of the issued and outstanding shares of Common Stock (including any Securities of the Company convertible into, or exercisable for, shares of Common Stock) immediately prior to such issuance,

d. the Company has confirmed that the proxy statement for the 2021 Annual Meeting shall include language describing the obligation of the Company set forth in Section 1(h) above as relates to annual grants of equity awards to executive officers of the Company in 2022, and

e. the Company has confirmed that any director(s) or officer(s) of the Company who beneficially owned 3% or more of the issued and outstanding shares of Common Stock as of the record date for the 2020 Annual Meeting voted all such shares at the 2020 Annual Meeting in favor of annual say-on-pay proposal frequency at future annual meetings of the Company,

then, for all purposes under this Agreement, the Support Period shall not expire on the 2021 Annual Meeting Nomination Window Date, and instead the Support Period shall automatically be extended until 11:59 pm New York Time on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company's 2022 Annual Meeting of Stockholders as determined by applicable law and set forth in the Bylaws for all purposes under this Agreement, and the Marathon Parties shall be required to (x) appear in person or by proxy at the 2021 Annual Meeting or any other meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period, (y) vote any of the shares of Common Stock beneficially owned by the Marathon Parties in accordance with Section 4(a)(i), (ii), (iii) and (iv) at any meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period, provided, however, that in the event that Institutional Shareholder Services Inc. (ISS) recommends otherwise with respect to the Company's say-on-pay proposal or any proposal relating to any compensation plan submitted for shareholder approval at the 2021 Annual Meeting, including any amendments thereto, each of the Marathon Parties will be permitted to vote in accordance with the ISS

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recommendation in its discretion, and (z) provide written evidence of such vote by the Marathon Parties at any meeting of stockholders of the Company held on or after the 2021 Annual Meeting Nomination Window Date and prior to the end of the Support Period (including the 2021 Annual Meeting) no later than ten (10) business days prior to any such meeting (including the 2021 Annual Meeting). As used herein, the Minimum Ownership Threshold shall mean beneficial ownership equal to or greater than 2.0% of the issued and outstanding shares of Common Stock. The Marathon Parties shall provide notice to the Company within two business days following the date on which the Marathon Parties no longer meet the Minimum Ownership Threshold.

(c) If at any time during the Support Period (x) the New Director is unable to serve out her term as a Class III Director on the Board for any reason, and (y) as of such time, the Marathon Parties have maintained since the date of this Agreement the Minimum Ownership Threshold and the Marathon Parties have provided evidence of such ownership, together with a certification of such ownership, to the Company, then the Marathon Parties and the Company shall negotiate in good faith to propose a mutually-agreed upon replacement director (the Replacement) to be appointed to the Board to serve as her successor for the remainder of her current term as a Class III Director in accordance with the Bylaws, provided such Replacement (i) qualifies as independent pursuant to the rules and listing standards of the NYSE and applicable SEC rules and regulations, (ii) has provided the Company with the Information, (iii) has cooperated with a background check and (iv) has executed all documents required to be executed by directors of the Company. The Replacement shall be promptly appointed to the Board and at least one standing committee of the Board, subject to the approval by each of the Nominating Committee and the Board, after conducting a good faith customary due diligence process and consistent with the Board's fiduciary duties.

5. Standstill Covenants.

(a) Except as otherwise contemplated in Section 4 of this Agreement, at all times during the Support Period, the Marathon Parties shall not, and shall cause their Affiliates and Associates and their and such Affiliates' and Associates' respective equity owners (including members and limited partners), directors, officers, managers and employees not to, and will direct their consultants, agents, representatives, attorneys and advisors (to the extent directly or indirectly acting on behalf of the Marathon Parties) (collectively, the Marathon Party Representatives) not to, directly or indirectly, in any manner, alone or in concert with others:

(i) make, engage, solicit, or in any way participate in any solicitation of proxies (as such term under the Exchange Act) or consents to vote, or knowingly advise, encourage or influence any person or entity with respect to the voting of any Securities of the Company or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a solicitation or acting as a participant in support of all of the nominees recommended by the Board at any stockholder meeting);

(ii) propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals (whether made pursuant to Rule 14a-8 under the Exchange Act or otherwise) or call, attempt to call or solicit consents to call a special meeting of stockholders of the Company;

(iii) agree or propose to grant any proxies with respect to, or deposit any Securities of the Company in a voting trust or similar arrangement or subject any Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in Section 4 of this Agreement;

(iv) take any action to form, join, encourage, influence or in any way participate in any partnership, limited partnership, syndicate or other group (as such term is contemplated in Rule 13d-5 promulgated under the Exchange Act) with respect to the Securities of the Company (other than a group formed with an Affiliate of the Marathon Parties) or otherwise act in concert with any person or entity for the purpose of circumventing the provisions or purposes of this Agreement;

(v) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of the Securities of the Company, any direct or indirect rights or options to

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acquire any such Securities of the Company, any derivative securities or contracts or instruments in any way related to the price of shares or value of Common Stock, any other securities of the Company, or any assets or liabilities of the Company, provided that the Marathon Parties and their Affiliates, in the aggregate, may acquire beneficial ownership of up to 12.5% of the Company's outstanding shares of Common Stock;

(vi) other than in open-market transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the Securities of the Company or any rights decoupled from the underlying Securities of the Company held by the Marathon Parties or any of their Affiliates or Associates to any person or entity not (A) a party to this Agreement, (B) a member of the Board or (C) an officer of the Company (any person or entity not set forth in clauses (A)-(C) shall be referred to as a Third Party), that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time, other than Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism, except in a transaction approved in advance by the Board;

(vii) effect or seek to effect, offer or propose to effect, cause or participate in, or knowingly assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an Extraordinary Transaction), or make any public statement with respect to an Extraordinary Transaction; provided, however, that nothing in this Agreement shall prevent the Marathon Parties from making a public statement about how they intend to vote and the reasons therefor with respect to any Extraordinary Transaction to which any executive officer or director of the Company is a party (other than customary support agreements) and that requires a vote of the Company's stockholders; provided further, that this clause shall not preclude the tender by the Marathon Parties or any of their Affiliates or Associates of any Securities of the Company into any tender or exchange offer which has been approved and recommended to stockholders of the Company by the Board;

(viii) (A) seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, (B) seek representation on, or nominate any candidate to, the Board, except as set forth in Section 1 of this Agreement, (C) seek the removal of any member of the Board, (D) conduct a referendum of stockholders, (E) institute any litigation against the Company, its directors or its officers other than to (1) enforce the provisions of this Agreement and (2) make counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the Marathon Parties, or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise;

(ix) knowingly encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person or entity with respect to the giving or withholding of any proxy vote at the 2020 Annual Meeting or the 2021 Annual Meeting (including any vote no or withhold vote or similar campaign);

(x) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board or unfilled newly-created directorships; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company's management, business or corporate structure, including, without limitation, its capital allocation, expense structure, business operations or strategies or its management or other personnel; (D) seeking to have the Company waive or make amendments or modifications to the Company's Certificate of Incorporation or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person or entity;

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(E) causing a class of Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of Securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(xi) otherwise act in concert with any person or entity to seek to control or direct the management, Board (or any individual members thereof), stockholders or policies of the Company;

(xii) take any action that would require the Marathon Parties or any of their Affiliates or Associates to file a statement of beneficial ownership report on Schedule 13D or any amendment thereto with the SEC, other than solely as a result of the purchase or sale by the Marathon Parties of Securities of the Company set forth on Exhibit A;

(xiii) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any Securities of the Company or assets of the Company or this Agreement;

(xiv) enter into substantive discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing, or solicit, assist, prompt, induce or attempt to induce any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or

(xv) request, directly or indirectly, any amendment or waiver of this Section 5(a).

(b) Notwithstanding anything contained in this Agreement to the contrary:

(i) Nothing in this Section 5(a) shall prohibit or restrict the Marathon Parties from taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over the Marathon Parties or any of their Affiliates or Associates. The provisions of this Section 5(a) shall also not prevent the Marathon Parties from freely voting their Shares (except as otherwise provided in this Agreement) or taking any actions except as specifically contemplated in this Agreement.

(ii) The Marathon Parties shall be responsible for any breach of this Section 5(a) by any of their Affiliates or Associates or any Marathon Party Representatives.

6. Mutual Non-Disparagement; No Public Statements.

(a) Subject to applicable law, the Company, on the one hand, and each of the Marathon Parties on the other hand, covenants and agrees that, during the Support Period or if earlier, until such time as the other Party or any of its or her officers, directors, employees, subsidiaries, Affiliates, Associates, agents, attorneys or other representatives (collectively, the Representatives) shall have breached this section, neither it nor any of its respective Representatives acting, directly or indirectly, at its direction or on its behalf, shall in any way publicly (including by any communication with other investors or prospective investors in the Company where such communications could reasonably be expected to be made public or trigger a public disclosure obligation, with securities analysts or any member of traditional or digital media) criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party's Representatives (including any current officer or director of a Party or a Party's subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party.

(b) During the Support Period and except for the filing or amendment of a statement of beneficial ownership report on Schedule 13D in relation to the purchase or sale of Common Stock, neither the Marathon Parties nor any of their Representatives, acting at the direction of, or on behalf of, the Marathon Parties shall make any public statement relating to the Company nor take any action which would reasonably be expected to require any public filing

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related to the Company without prior written approval from the Company; provided, however, that nothing in this Agreement shall prevent the Marathon Parties from making a public statement about how they intend to vote and the reasons therefor with respect to any Extraordinary Transaction to which any executive officer or director of the Company is a party (other than customary support agreements) and that requires a vote of the Company's stockholders.

(c) Each Party shall be responsible for any breach of this Section 6 by any of their respective Representatives.

(d) During the Support Period, so long as the Marathon Parties have maintained since the date of this Agreement the Minimum Ownership Threshold, (i) management of the Company (together with the Company's Lead Independent Director, should such director elect to participate) will hold a customary investor conference call, for up to 45 minutes, with Mr. Cibelli and other representatives of the Marathon Parties following each of the Company's quarterly and annual earnings calls, and (ii) promptly following such call, the Lead Independent Director of the Company (together with any other independent directors of the Company selected by the Lead Independent Director to attend such meeting) will participate in a call with Mr. Cibelli and other representatives of the Marathon Parties without management of the Company present for up to 15 minutes (the calls in (i) and (ii), Quarterly Investor Conference Calls). The Marathon Parties shall provide the Company with a detailed agenda of discussion topics for the portion of the Quarterly Investor Conference Call with the Lead Independent Director no later than three business days prior to the date of such Quarterly Investor Conference Call. Should the Marathon Parties forgo a Quarterly Investor Conference Call, any unused minutes from such relinquished Quarterly Investor Conference Call shall carry over to the Quarterly Investor Conference Call being held the following quarter; provided, however, for the avoidance of doubt, any unused minutes from a Quarterly Investor Conference Call shall not carry over more than one successive quarter.

(e) Between the date of this Agreement and the 2021 Annual Meeting Nomination Window Date, no Marathon Party or any of their Representatives will contact or communicate with the Company or any of its Representatives (including any member of the Board) in any way or through any media other than at a Quarterly Investor Conference Call, in connection with arranging any such Quarterly Investor Conference Call or in connection with the Marathon Party's specific rights and obligations under this Agreement. Any communications from any Marathon Party or any of their Representatives in connection with arranging any such Quarterly Investor Conference Call or in connection with the Marathon Party's rights and obligations under this Agreement must be directed to the Parties in accordance with the notice provisions in Section 8(l), and no Marathon Party or any of their Representatives will contact or communicate with the Company or any of its Representatives (including any member of the Board) in any other manner unless agreed to in writing by the Company.

(f) In the event that the Support Period is automatically extended pursuant to Section 4(b), then, following the 2021 Annual Meeting Nomination Window Date, the Marathon Parties agree that any and all contacts and communications regarding the Company, as well as any request by any of the Marathon Parties or any of the Marathon Party Representatives to contact, communicate or meet with the Company or any of its Representatives (including any member of the Board), shall be directed solely to the Company's General Counsel. Any such communications from any of the Marathon Parties or any of the Marathon Party Representatives in connection with arranging any Quarterly Investor Conference Call or in connection with the Marathon Parties' rights and obligations under this Agreement shall be directed solely to the Company's General Counsel.

7. Press Release. The Parties agree that the Company shall issue a press release (the Press Release) in substantially the form attached hereto as Exhibit B promptly following the execution and delivery of this Agreement by the Parties.

8. Miscellaneous.

(a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent

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jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.

(b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended by a writing signed by the Parties, and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) solely in a writing signed by the Party against whom such waiver is to be asserted. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto.

(d) No Third-Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts (including by facsimile signature, Docusign or other form of electronic signature), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may be executed and delivered by the Parties electronically, including by electronic mail, .pdf, Docusign, or other means of electronic delivery.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law; Choice of Venue.

(i) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state, without giving effect to any law or principals of law that would result in the application of the laws of any other jurisdiction.

(ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.

(h) Reimbursement. The Company shall reimburse the Marathon Parties for their reasonable out-of-pocket expenses, including the reasonable fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $250,000.

9





(i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement.

(j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. For purposes of this Agreement, the term including shall be deemed to be followed by the words without limitation.

(k) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof.

(l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:

If to the Company or the Board:

e.l.f. Beauty, Inc. 570 10th Street Oakland, CA 94607 Attention: General Counsel Email: ***

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Attention: Tad Freese and Josh Dubofsky E-mail: Tad.Freese@lw.com and Josh.Dubofsky@lw.com

If to the Marathon Parties:

Marathon Partners Equity Management, LLC Attention: Mario Cibelli Email: ***

with a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Andrew Freedman E-mail: AFreedman@olshanlaw.com

10





(m) Termination. Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, (i) that this Section 8 shall survive any such termination and (ii) no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.

[Signature Pages Follow]

11





IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

E.L.F. BEAUTY, INC.

By: /s/ Scott Milsten Name: Scott Milsten Title: General Counsel

[Signature Page to Cooperation Agreement]





Marathon Partners Equity Management, LLC

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Partners L.P.

By: Marathon Partners Equity Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Focus Fund L.P.

By: Cibelli Research & Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Marathon Partners LUX Fund, L.P.

By: Cibelli Research & Management, LLC, its General Partner

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

Cibelli Research & Management, LLC

By: /s/ Mario D. Cibell Name: Mario D. Cibelli Title: Managing Member

By: /s/ Mario D. Cibell Name: Mario D. Cibelli

[Signature Page to Cooperation Agreement] 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

A: This Agreement may not be assigned without the prior written consent of the other Party hereto.
****
Q: EXHIBIT 10.6

                                  EXHIBIT 10.06

                          WATCHGUARD TECHNOLOGIES, INC.                               DISTRIBUTOR AGREEMENT

This Agreement is made and entered into effective as of November 5, 1997 (the effective Date), by and between WatchGuard Technologies, Inc., a Delaware corporation (WGT), and European Micro (Distributor). WGT and Distributor agree as follows:

Section 1. Definitions

Add-On Software Modules means those computer software programs that (a) provide additional functionality and may be integrated with the existing Hardware and other Software, (b) may be legally exported to the Territory without any export license and (c) WGT elects to include in Exhibit A at a mutually agreed discount percentage.

Distributor Cost means the purchase price payable by Distributor for each Product at the discount from WGT's then current WatchGuard Price List, as such discount is set forth in Exhibit A.

Documentation means any and all manuals, user guides, end-user license agreement, limited hardware warranty, on-line help files, on-line menus and other in program printed text regarding the Product prepared by or for WGT in connection with the Product.

Gross Purchases means the gross purchase price Distributor pays WGT for the Product, excluding any taxes or pass through charges and net of any credits or returns.

Guaranteed Minimum Purchases means the guaranteed minimum purchase amounts set forth in Exhibit A.

Hardware means the hardware identified on Exhibit A, together with any Updates to such hardware. WGT reserves the right to add to or delete hardware from Exhibit A and to modify the hardware during the Term.

Product means the combination of Hardware, Software and Documentation together as part of the same product package (including any Add-On Software Modules and any Updates thereto), in all cases carrying the WatchGuard Trademark.

Quarter means any period of three (3) consecutive calendar months that begins on January 1, April 1, July 1 or October 1, during the Term.

Software means the computer programs identified on Exhibit A, in object code only, together with any Updates to such programs. WGT reserves the right to add or delete Software from Exhibit A and to modify the Software during the Term.

Term means the period of time determined in accordance with Section 5.

Territory means the geographic area described in Exhibit A.

Trademarks means the trademarks and trade names of WGT identified in Exhibit A.

Update means any minor modification, minor upgrade or minor enhancement of the Product (excluding any new version of the Product) that WGT publishes and elects to make available to Distributor via BBS, FTP site or other reasonable means. WGT is not obligated to make or release any update.

Section 2. Relationship of the Parties

2.1  Appointment. Subject to and in accordance with the provisions of this      Agreement, WGT hereby appoints Distributor, and Distributor hereby accepts      WGT's appointment, as a nonexclusive distributor of the Product to      resellers in the Territory during the Term, as long as Distributor makes      the Guaranteed Minimum Purchases pursuant to Section 4.

2.2  License Grant. Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:

(a)  market and distribute the Product to resellers;

(b)  demonstrate the Product to potential resellers;

(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);

(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.

2.3  No Exclusivity. Distributor's appointment and the rights granted hereunder      are nonexclusive. WGT may, at its sole option, appoint other distributors      of the Product in the Territory at any time during the Term and expressly      reserves the right to license the Product directly or indirectly to





     end-users, third party original equipment manufacturers or other hardware      bundlers, value-added resellers or other resellers for sublicense or resale      in the Territory.

Section 3. Compensation

3.1  Support services. As full compensation for the support services described      in Exhibit C and provided during the Term, Distributor will pay WGT the      Support Fee set forth in Exhibit A. Payment of the Support Fee is due and      payable upon execution of this Agreement by wire transfer of immediately      payable funds to the bank and account set forth in paragraph 3.4, and then      annually by invoice from WGT on the anniversary of the execution of the      Agreement.

                                       2

3.2  Price. Distributor will pay WGT for each Product Distributor orders an      amount equal to WGT's then current WatchGuard Price List in effect on the      date of receipt by WGT of Distributor's order, subject to the applicable      discount set forth in Exhibit A. WGT may, from time to time, change its      WatchGuard Price List, provided that any such change will not be effective      under this Agreement unless and until the expiration of forty-five (45)      days after WGT gives Distributor written notices of the change.

3.3  Guaranteed Minimum Purchases. During the Term, Distributor will make Gross      Purchases in an amount at least equal to the cumulative Guaranteed Minimum      Purchase amounts through committed orders placed pursuant to paragraph 3.5      and calling for shipment on or before the dates set forth in Exhibit A.

3.4  Invoices. WGT will issue invoices for the Products ordered by Distributor      and all other amounts payable to WGT under this Agreement. Distributor will      pay WGT the full amount invoiced within thirty (30) days after the date of      WGT's invoice, unless provided otherwise on the applicable invoice, in the      lawful money of the United States of America to WGT by wire transfer of      immediately available funds to WGT's bank account number 1141139, at the      Commerce Bank of Washington, 601 Union Street, Suite 3600, Seattle, WA      98101, ABA routing number 125008013.

3.5  Orders. Distributor will place orders for the Product from WGT by      completing, signing and submitting to WGT a written order for the same, in      a form acceptable to WGT, via facsimile, mail or other means. Distributor      shall submit such order at least thirty (30) days in advance of the      delivery date set forth in each order. All orders will be subject to      acceptance by WGT through written acceptance or shipment of the Product      subject to the order.

Section 4. General Obligations of the Parties.

4.1  Obligations of Distributor. Distributor will use its best efforts      aggressively to develop sales of the Product in the Territory. In      furtherance thereof, Distributor will:

(a)  keep on hand a reasonable inventory of the Product sufficient to allow for      prompt delivery of the Product to resellers;

(b)  establish a program to market the Product, including, but not limited to,      participating regularly in local and regional trade shows, conventions or      like events in the Territory, and conducting regular local promotional and      other marketing efforts for the Product;

(c)  provide quality product support to resellers, including, but not limited      to, providing appropriate installation and application advice and prompt      follow-up service and advice to resellers of the Product upon request;

 (d) provide a support center to resellers, including, but not limited to, a      hotline service to answer reseller questions and to receive and track      complaints and any reports of claimed errors in the Product;

                                       3

(e)  provide quality product technical and sales training to resellers;

(f)  respond promptly to sales leads or referrals furnished by WGT or by other      distributors or dealers of WGT;

(g)  have a designated number of employees attend such technical and sales      training programs as set forth in Exhibit C;

(h)  maintain and furnish periodically, as WGT may reasonably request, complete      and accurate records of each sale or other distribution of each Product      sold or distributed by Distributor (e.g., showing the date of sale, Zip      code of the customer, the Product serial number and the applicable Product      license key(s)) under this Agreement;

(i)  promptly advise WGT of each complaint that Distributor may receive or      becomes aware of concerning the Product or any portion thereof (including,      but not limited to, warranty claims). Distributor will promptly investigate      all such complaints and will give immediate attention to and use its best      efforts to promptly, courteously and equitably respond to, adjust and      settle (without incurring any obligation or liability on behalf of WGT) all





     complaints received by Distributor from any customer, potential customer or      anyone else arising out of or in connection with Distributor's sale of any      Product, or the performance of any services. In handling any complaints,      Distributor will use its best efforts to maintain and promote good public      relations for WGT;

(j)  secure and maintain, in the name of WGT, any and all registrations,      permits, licenses, approvals and other governmental actions required to      import, handle, market, sell, demonstrate, use and distribute the Product      in the Territory, provide to WGT quarterly progress reports on such action,      and provide WGT copies of all registrations, permits, licenses, approvals,      certificates, correspondence and other documentation related to such      action;

(k)  hire, train, coordinate and maintain a qualified staff of sufficient size      and with a level and mix of capabilities as are reasonably necessary to      accomplish the goals contemplated under this Agreement;

(l)  avoid deceptive, misleading or unethical conduct which are or might be      detrimental to WGT or its Product, and refrain from making any      representation, warranty or guarantee to any reseller with respect to      specifications, features or capabilities of the Product that is      inconsistent with the literature distributed by WGT or this Agreement;

(m)  conduct its business in a manner under its own control, provided that      Distributor will at all times comply with all applicable laws and      regulations and will not engage in, or permit its employees or agents to      engage in, any activities or practices which could reflect negatively upon      the reputation or prospects of WGT or the Product or expose WGT to any      liability of any nature whatsoever; and

4.2 Obligations of WGT, WGT will:

                                       4

(a)  provide Distributor with sixty (60) days advance notice in the event that      it discontinues production of any Product;

(b)  provide Distributor with the training and product support services      described in Exhibit C; and

(c)  furnish Distributor with such demonstration Product, promotional      literature, data, information and other items as WGT deems appropriate for      Distributor's promotion, marketing and sale of the Product. WGT will use      such items only for the purpose of performing its obligations under this      Agreement.

4.3  Forecasts. Distributor's forecast of Product purchases for the Term is set      forth on Exhibit D. At least fifteen (15) days before the beginning of each      Quarter during the Term, Distributor will furnish WGT with a rolling      revised forecast of Product orders for the remainder of the Term.

Section 5. Term and Termination.

5.1  Term. The Term will commence on the Effective Date of this Agreement and      will remain in effect, unless sooner terminated under paragraphs 5.2, 5.3,      or 5.4, until the termination date specified in Exhibit A.

The Term will automatically renew for successive additional periods of one (1) year each, provided that: (a) Distributor has made all Guaranteed Minimum Purchases and has complied with the marketing requirements under paragraph 4.1(b); (b) the parties have agreed in writing upon the Guaranteed Minimum Purchase amounts and Product price discounts for the next subsequent one (1) year renewal period; (c) neither party provided the other party with notice of such party's intention not to renew this Agreement at least thirty (30) days prior to any year's Expiration Date; and (d) neither party provided the other party with such notice as may be required pursuant to paragraphs 5.2, 5.3 or 5.4.

5.2  Termination by WGT. Upon the occurrence of any of the following, WGT may      terminate the Term by giving Distributor written notice of such termination      for:

(a)  any failure of Distributor to comply with the marketing requirements under      paragraph 4.1(b);

(b)  any material change in the general management, ownership or control of      Distributor, including without limitation the sale, transfer or      relinquishment by Distributor of any substantial interest in the ownership      of the business to be carried on by Distributor under this Agreement,      unless such change is approved in advance and in writing by an officer of      WGT;

(c)  any assignment or attempted assignment of this Agreement by Distributor      without the prior written consent of WGT;

(d)  any solicitation by Distributor for the sale of the Product to resellers      located outside the Territory;

                                       5





(e)  the insolvency of Distributor, the filing of a petition in bankruptcy by or      against Distributor, the appointment of a receiver for Distributor or      Distributor's property, the execution of an assignment by Distributor of      all or substantially all of its assets for the benefit of its creditors, or      the conviction of Distributor or any principal or manager of Distributor      for any crime tending to adversely affect the ownership or operation of      Distributor's business;

(f)  any failure by Distributor to perform any of its other obligations under      this Agreement where such failure continues for thirty (30) days after      written notice thereof by WGT to Distributor; or

(g)  WGT giving Distributor ninety (90) days' advance written notice of      termination at any time after the expiration of the Initial Term.

5.3  Failure to Make Guaranteed Minimum Purchases. Upon any failure by      Distributor to make Gross Purchases in sufficient amounts to meet or exceed      the applicable cumulative Guaranteed Minimum Purchases, WGT may, at its      sole option and effective upon notice to Distributor, terminate this      Agreement. Distributor shall pay WGT fifty percent (50%) of the unpaid      balance of cumulative Guaranteed Minimum Purchase amounts as liquidated      damages. The parties acknowledge and agree that it would be difficult or      impossible to calculate WGT's actual damages arising from Distributor's      failure to timely pay all of the Guaranteed Minimum Purchases. Therefore,      the parties have agreed upon the above payment of liquidated damages in      lieu of WGT's claim for actual damages from such breach.

5.4  Termination by Distributor. Upon the occurrence of any of the following,      Distributor may terminate the Term by giving WGT written notice of such      termination;

(a)  the insolvency of WGT, the filing of a petition by or against WGT, the      appointment of a receiver for WGT or WGT's property, or the execution of an      assignment by WGT of all or substantially all of its assets for the benefit      of its creditors;

(b)  any failure by WGT to perform any of its obligations under this Agreement      where such failure continues for thirty (30) days after written notice      thereof by Distributor to WGT; or

(c)  for convenience whether or not extended beyond the Initial Term, provided      Distributor gives WGT thirty (30) days' advance written notice and, within      such thirty (30) day period, Distributor pays to WGT a lump-sum payment      equal to fifty (50%) of the unpaid balance of cumulative Guaranteed Minimum      Purchase amounts.

5.5  Effect of Termination. Any termination pursuant to paragraphs 5.2, 5.3, or      5.4 will be without prejudice to any other right or remedy afforded to      either party under this Agreement or any applicable law (e.g., in the case      of any breach or default by the other party), and will not affect any      rights or obligations which have arisen prior to the date of such      termination. In the event of termination, Distributor will:

                                       6

(a)  immediately cease to demonstrate, market, sublicense and distribute the      Product in the Territory;

(b)  cease use of all Trademarks of WGT;

(c)  return to WGT within twenty (20) days following the expiration or      termination of the Term, any and all (i) demonstration Product provided to      Distributor; (ii) Products not already paid for in full by Distributor; and      (iii) promotional literature, data, information and other items received by      Distributor under this Agreement; and

(d)  furnish WGT with such information relating to the marketing, sale or      distribution of the Product in the Territory as WGT may reasonably request      (including, but not limited to, information as to calls or the status of      any negotiations for the sale of the Product, or any sales or service      records).

Upon the expiration or termination of the Term, the license granted under Section 2 of this Agreement will terminate. Any end-user licenses of the Software granted under the terms of this Agreement will survive the end of the Term in accordance with the terms of the applicable end-user license agreement.

5.6  Acknowledgment. Any expiration or termination of the Term will be final and      absolute. Except as expressly set forth in paragraphs 5.3 and 5.5(c),      Distributor waives any right, either express or implied by applicable law      or otherwise, to the renewal of this Agreement or to any damages or      compensation for any expiration or termination of the Term in accordance      with this Section 5. Each of the parties have considered the possibility of      such expiration or termination and the possibility of loss and damage      resulting therefrom in making expenditures pursuant to the performance of      this Agreement. It is the express intent and agreement of the parties that      neither will be liable to the other for damages, except as expressly set      forth in paragraphs 5.3 and 5.5(c), or otherwise by reason of the      expiration or termination of the Term as provided for herein.

6.0  Force Majeure. Neither party will be liable for, or be considered to be in      breach of or default under this Agreement on account of, any delay or





     failure to perform as required by this Agreement (other than for payment      under Section 3), as a result of any cause or condition beyond such party's      reasonable control.

7.0  Entire Agreement. This Agreement is subject to the provisions of WGT's      Standard Distributor Terms attached hereto as Exhibit B and by this      reference incorporated into and as part of this Agreement. This Agreement      is also subject to any additional terms or licenses executed by WGT and      Distributor and attached as Exhibits, including any Special Terms and      Conditions specified in Exhibit A. This Agreement sets forth the entire      agreement, and supersedes any and all prior agreements, among the parties      related to the Product. WGT will not be bound by, and specifically objects      to, any term, condition, or other provision that is different from or in      addition to the provisions of this Agreement (whether or not it would      materially alter this Agreement) and that is proffered by Distributor or      otherwise appears in any order, receipt, acceptance, confirmation,      correspondence, or otherwise, unless WGT specifically agrees to such      provision in a written instrument signed by WGT. No

                                       7

     modifications of any of the provisions of this Agreement will be valid      unless set forth in a written instrument signed by both parties. Any remedy      by WGT set forth in this Agreement is in addition to any other remedy      afforded to WGT under any other contract, by law, or otherwise.

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

Distributor:                               WatchGuard Technologies, Inc.

By: /s/ LAURENCE GILBERT                   By: /s/ WATCHGUARD    -------------------------                  ------------------------------

Title: MANAGING DIRECTOR                   Title: VP/SALES

Date Signed: NOVEMBER 5, 1997              Date Signed: NOVEMBER 3, 1997

Address:  20/24 Church Street              Required Signature:           Altrincham, Cheshire           WA14 4DW, ENGLAND                By:                                                 -------------------------------                                            Title: Executive Vice-President Sales

                                           Date Signed:                                                          ---------------------

                                           Address:  316 Occidental Avenue South                                                      Suite 300                                                      Seattle, Washington  98104

                                       8

                    FULL SERVICE MASTER DISTRIBUTOR SCHEDULE                                     EXHIBIT A

PRODUCTS:

Distributor will be entitled to order the following products (which includes hardware and software) at the following discounts of WGT's then current WatchGuard Price List:

- -------------------------------------------------------------------------------                                                        DISCOUNT FROM WGT'S                                  PRODUCT                  THEN CURRENT                                                       WATCHGUARD PRICE LIST - ------------------------------------------------------------------------------- WatchGuard Security System                             40% plus additional                                                        10% on the remaining                                                  undiscounted amount, i.e., 46%

- ------------------------------------------------------------------------------

EXCHANGE FEE:                                      $10 per CD SUPPORT FEE:                                       $25,000 per year

                                                                  CUMULATIVE                                                                   GUARANTEED                                                                     MINIMUM                                                                    PURCHASES                               DATE OF ORDER                     (U.S. DOLLARS) - -------------------------------------------------- --------------------------- Upon contract signing                              $100,000.00 1st subsequent Quarter-end, Sept. 30, 1997         $100,000.00 2nd subsequent Quarter-end, Dec. 31, 1997          $167,000.00 3rd subsequent Quarter-end, Mar. 31, 1997          $234,000.00 4th subsequent Quarter-end, Jun 30, 1997           $300,000.00





TERMINATION DATE:                                           September 30, 1997 TRADEMARKS:

/bullet/  WatchGuard(TM)

/bullet/  WatchGuard(TM) Technologies

/bullet/  WatchGuard(TM) SchoolMate

/bullet/  Firebox(TM)

TERRITORY:

/bullet/  Europe

SPECIAL TERMS AND CONDITIONS

                                       9

These Special Terms and Conditions are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Special Terms and Conditions.

Section A.1 By joint agreement between WGT and Distributor, Distributor may engage in end user sales in the Territory.

If it is agreed that Distributor may engage in end user sales, Distributor may distribute, license and sell up to 20% of the Product purchased from WGT directly to end-users in the Territory. Further, Distributor agrees that high end-users satisfaction is a condition of its continued authorization by WGT. To ensure high end-user satisfaction, Distributor shall: (a) provide quality first level support to its end-user customers; (b) promptly report to WGT all suspected and actual problems with any WGT product; (c) assist WGT in tracing WGT Products to particular end users to distribute critical WGT Product information, locate WGT Products for safety reasons, or to be discover unauthorized marketing or infringing acts; (d) avoid deceptive, misleading or unethical conduct which are or might be detrimental to WGT or its WGT product; and (e) refrain from marking any representation, warranty or guarantee to end users with respect to the specifications, features or capabilities of the WGT Product that is inconsistent with the literature distributed by WGT or this Agreement.

Section A.2 Distributor is legally organized under the jurisdiction of a country belonging to the European Union.

If Distributor is organized under the jurisdiction of the country belonging to the European Union, the following clause is hereby appended to Section 1(c) of the Standard Distributor Terms:

         PROVIDED HOWEVER, the foregoing restriction is not intended to          preclude Distributor from fulfilling, and Distributor may fulfill,          unsolicited orders for Product received from outside the Territory but          within the European Union (and Distributor shall provide WGT written          notice of any such Sales);

Section A.3 As a Full Service Master Distributor, Distributor agrees to sign up a minimum of 10 new WatchGuard resellers in the Territory within the Initial Term of the Agreement.

- -------------------------------------------- --------------------------------- Distributor:                                 WatchGuard Technologies, Inc.:

By:  /s/ LAURENCE GILBERT                    By:  /s/ WATCHGUARD      --------------------------                   ----------------------------- Title: MANAGING DIRECTOR                     Title: SENIOR VICE PRESIDENT/SALES                                                      Date Signed:  NOVEMBER 5, 1997               Date Signed:  NOVEMBER 3, 1997  -------------------------------------------- ---------------------------------

                                       10

                           STANDARD DISTRIBUTOR TERMS                                     EXHIBIT B

These Standard Distributor Terms are part of the Distributor Agreement between WatchGuard Technologies, Inc. (WGT) and Distributor (collectively, the Agreement). Terms that are defined in the Distributor Agreement will have the same meaning when used in these Standard Distributor Terms.

 1.  Reservation of Rights. The Software is licensed, not sold, to Distributor.      PARAGRAPH 2.2 LICENSE GRANT of the Distributor Agreement sets forth the      entirety of Distributor's rights to use, market, distribute, demonstrate      and otherwise deal with the Product. All rights in and to the Product not      expressly granted to Distributor under this Agreement are hereby expressly      reserved to WGT without restriction. Without limiting the generality of the      foregoing, Distributor will comply with the following:

(a)  Distributor will distribute the Product to resellers only pursuant to a      reseller agreement that substantially conforms to the term of this





     Agreement;

(b)  Distributor will not market, demonstrate or distribute the Product outside      the Territory and Distributor will not supply the Product to any reseller      that Distributor knows or has reason to know (i) intends to distribute the      Product outside the Territory or (ii) intends to use or install the Product      outside the Territory;

(c)  Distributor will market, sell and distribute the Product only in its      original, unopened package as received from WGT under the terms of the      end-user license agreement and limited hardware warranty, as applicable,      originally included in the Product package;

(d)  Distributor will not modify or make copies of the Product or translate or      port the Software into any other computer or human language;

(e)  Distributor will not disassemble, reverse engineer, decompile or repackage      all or any component of the Product or otherwise attempt to discover any      portion of the source code or trade secrets related to the Product;

(f)  Distributor will not remove, alter, distort, cover or modify any notice of      copyright, trademark or other proprietary right appearing in or on any item      included with the Product or its packaging; and

(g)  Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.

2.   Protection Against Unauthorized Use. Distributor will promptly notify WGT      of any unauthorized use of the Product or the Trademarks which comes to      Distributor's attention. In

                                       11

     the event of any such unauthorized use by Distributor's employees, agents      or representatives, Distributor will use its best efforts to terminate such      unauthorized use and to retrieve any copy of the Product in the possession      or control of the person or entity engaging in such unauthorized use.      Distributor will immediately notify WGT of any legal proceeding initiated      by Distributor in connection with such unauthorized use. WGT may, at its      option and expense, participate in any proceeding and, in such event,      Distributor will provide such authority, information and assistance related      to such proceeding as WGT may reasonably request to protect WGT's      interests.

3.   Use of Trademarks. WGT reserves all rights in and to the Trademarks and all      other trademarks and trade names used by WGT in connection with the      Products, but WGT grants to Distributor the nonexclusive right to use and      display the Trademarks during the Term to promote and identify the Product      in the Territory in connection with this Agreement. Distributor will comply      with the trademark guidelines and procedures established by WGT in      Distributor's use of the Trademarks including without limitation use of the      trademark and copyright symbols as specified by WGT from time to time. When      using the Trademarks, Distributor will include a statement acknowledging      that the Trademarks are owned by WGT. Distributor hereby acknowledges that      the goodwill associated with its use of the Trademarks inures solely and      exclusively to WGT and that Distributor does not acquire any rights in the      Trademarks as a result of such use. Distributor will not use the Trademarks      or any confusingly similar name, marks, logos, designs or artwork as part      of Distributor's name, trade name, trademark or artwork without WGT's prior      written consent.

 4.  Independent Contractor. Distributor is an independent contractor, not an      employee, agent or franchisee of WGT. Distributor will not represent or      hold itself out as an employee, agent or franchisee of WGT. Distributor      does not have any authority to, and will not, create or assume any license,      warranty or other obligation, express or implied, on behalf of WGT. This      Agreement will not be interpreted or construed as creating or evidencing      any association, joint venture or partnership between the parties or as      imposing any partnership or franchisor obligation or liability on either      party.

 5.  Delivery. WGT will deliver all Products ordered by Distributor F.O.B.      carrier at WGT's shipping location as determined by WGT from time to time,      on or before the delivery date set forth in each accepted order.      Distributor will pay or reimburse WGT for all shipping charges, premiums      for freight insurance, inspection fees, duties, import and export fees,      assessments, transportation and other costs incurred by WGT to transport      the Product to the shipping destination.

 6.  Resale. Distributor represents that all Products acquired under this      Agreement are acquired solely for demonstration, licensing or sale (as      applicable) and distribution to resellers or end-users in the Territory      without intervening use by Distributor. Distributor acknowledges that the      prices set forth in this Agreement have been established in reliance upon      such representation and that different prices may apply to any Products      acquired for any other purpose. Upon WGT's request, Distributor will      furnish WGT evidence of such resale (including but not limited to      satisfactory evidence of exemption from retail sales, use or similar taxes      that may otherwise apply to transactions under this Agreement).





                                       12

7.   Software Update Exchange. Once each Quarter during the Term of this      Agreement, Distributor shall have the right to exchange any prior version      of the Software then in Distributor's inventory for an equivalent quantity      of Software containing Updates, subject to Distributor paying WGT an      Exchange Fee set forth in Exhibit A, for each copy of the Software      exchanged hereunder. WGT will invoice Distributor for and Distributor shall      pay all Exchange Fees as provided in Exhibit A. WGT will deliver all such      exchanged Software Updates in accordance with paragraph 5. Distributor      shall return to WGT the copies of the prior versions of the Software      exchanged under this paragraph 7 at Distributor's expense.

8.   Records; Audit. During the Term and for twenty-four (24) months thereafter,      Distributor will keep and maintain accurate accounts and records regarding      the Products sold and Product license keys delivered to resellers and      end-users under this Agreement. Upon WGT's request, Distributor will      provide access to such records for examination, reproduction, and audit by      WGT or its representatives. Any such audit will be conducted at such times      and in such a manner so as not to unreasonably interfere with Distributor's      normal operations. If any such audit discloses that Distributor is      deficient in its compliance with the terms and conditions of this      Agreement, Distributor will immediately pay to WGT any deficiency, plus      interest at the rate of one and one-half percent (1.5%) per month running      from the date originally due until the date paid. Acceptance of any payment      by WGT will be without prejudice to WGT's rights to an audit under this      paragraph 8 or any other rights or remedies afforded to WGT under any other      provision of this Agreement or applicable law.

9.   Taxes. The Guaranteed Minimum Purchases and other amounts specified in this      Agreement do not include sales, use or value added taxes, customs fees,      duties or other governmental taxes or charges. Distributor will pay all      such taxes and charges. In the event Distributor is required under any      applicable law to withhold any taxes or duties from the amounts specified      under this Agreement, payment of the amounts specified under this Agreement      will be net of such withholding taxes or duties. Distributor will pay the      amount of all such withholding taxes and duties and supply WGT with      information concerning the amount and type of tax withheld and any      certificates concerning payments of such withholding taxes.

10.  Interest. Any amount not paid when due will be subject to finance charges      at the rate of one and one-half percent (1.5%) per month or the maximum      rate permitted by applicable law; whichever is less, determined and      compounded on a daily basis from the date due until the date paid. Payment      of such finance charges will not excuse or cure Distributor's breach or      default for late payment. If WGT retains a collection agency, attorney or      other person or entity to collect overdue payments, all collection costs,      including but not limited to reasonable attorney's fees, will be payable by      Distributor.

11.  Confidentiality. Any information received by Distributor in performance of      this Agreement relating to the business affairs, customers, markets,      finances, methods, Product, technology, trade secrets or proprietary rights      of WGT will be treated as confidential and proprietary information of WGT.      Distributor will not disclose such information, unless the information is      in the public domain at the time of disclosure through no fault of      Distributor or WGT consents to the disclosure in writing. Distributor will      disclose such information only to its

                                       13

     employees whose duties justify their need to know such information and who      have agreed to copy with Distributor's confidentiality obligations      hereunder.

12.  Ownership. The Product involves valuable patent, copyright, trade secret,      trade name, trademark and other proprietary rights of WGT. No title to or      ownership of such proprietary rights is transferred to Distributor under      this Agreement or by use of any trademark, copyright or other proprietary      right. WGT reserves all of its copyright, trade secret and other      proprietary rights in the Product. Distributor will not infringe, violate      or contest and will take appropriate steps and precautions for the      protection of, such proprietary rights.

13.  Implementation. Distributor will take at WGT's expense, all action during      or after the Term that is reasonably requested by WGT for the      implementation of the ownership provisions of this Agreement or to      evidence, perfect or protect WGT's ownership of this Product and the      proprietary rights associated with ownership of the Product (including,      without limitation, the execution, acknowledgment and delivery of      instruments of conveyance, patent, copyright, trademark or other      proprietary rights registration applications or other documents.)

14.  Warranty; Returns. WGT will permit Distributor and end-users purchasing      through resellers to return any defective Product in accordance with the      limited warranty contained in the applicable end-user license agreement or      limited hardware warranty, as applicable, provided that the Distributor and      end-user have compiled with the applicable warranty terms and conditions.      In order to receive the remedy provided for hereunder, Distributor shall





     deliver to WGT a sample of the Product which Distributor finds to be      defective in workmanship or materials, or damaged in shipment prior to      Distributor assuming the risk of loss or damage , along with a written      explanation of the alleged defect within thirty (30) days from the later of      Distributor's initial receipt of such Product from WGT or from the delivery      of such Product to an end-user. In the event WGT verifies a defect reported      by Distributor and such defect affects more than one (1) Product, then at      WGT's option, Distributor shall either certify destruction of all defective      Products or return all Products which it alleges are defective to WGT.      Distributor, reseller or the end user will be responsible for      transportation charges for such Product units sent to WGT's facilities for      service. Provided that WGT is able to verify the presence of the reported      defect in such units, transportation charges, via a mode of transportation      chosen by WGT, shall be borne by WGT to return the Product units from WGT's      location to the Distributor, reseller or the end-user's location. Upon      verification of a defect in one or more Products returned in accordance      with the foregoing, or upon Distributor's certification that it has      destroyed any defective Product in compliance with WGT's instructions, WGT      will, at its option, either issue a credit to Distributor in the amount of      the purchase price paid or payable for such Product by Distributor or      replace the defective Product with an identical (non-defective) Product.      Such remedy will be exclusive and in full satisfaction of Distributor's      claims hereunder. WGT does not warrant that the Products are free form all      bugs, errors, defects, design flaws or omissions. The warranties in this      Agreement apply only to the latest version of each Product made available      by WGT to Distributor. Such warranties will not apply to any Product which      WGT determines has been subject to misuse, neglect, improper installation,      repair, alteration or damage by Distributor, reseller or an end-user or any      other individual or entity, or modification by any such individual or      entity except with the prior express authorization of WGT. WGT's      obligations

                                       14

     under this paragraph will not apply to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT, or to any      modification or change of the Product not made by WGT. The foregoing      warranties and rights may be asserted by Distributor only and not by      Distributor's resellers.

15.  Infringement. WGT will defend and indemnify Distributor against any      judicial proceeding based upon infringement of any U.S. patent or US.      copyright by the Product to the extent that such proceeding arises from or      in connection with a component of the Product manufactured or developed by      WGT and not any third party, provided that Distributor notifies WGT of such      proceeding promptly after Distributor receives notice thereof, WGT has      control over the defense and settlement of the proceeding, Distributor      provides such assistance in the defense and settlement of the proceeding as      WGT may reasonably request, and Distributor complies with any settlement or      court order made in connection with such proceeding (e.g., as to the future      use of any infringing Product). WGT's obligations under this paragraph will      not apply to any infringement to the extent arising out of any use or      combination of the Product with any other products, goods, services or      other items furnished by Distributor or anyone other than WGT or to any      modification or change of the Product not made by WGT.

16.  Disclaimer and Release. THE WARRANTIES OF WGT AND THE REMEDIES OF      DISTRIBUTOR SET FORTH IN PARGRAPHS 14 AND 15 ARE EXCLUSIVE AND IN      SUBSTITUTION FOR, AND DISTRIBUTOR HEREBY WAIVES, RELEASES AND DISCLAIMS.      ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF WGT AND ALL OTHER      RIGHTS, REMEDIES AND CLAIMS OF DISTRIBUTOR, EXPRESS OR IMPLIED, ARISING BY      LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY OR NONCONFORMITY      IN ANY PRODUCT OR OTHER ITEM FURNISHED BY OR ON BEHALF OF WGT UNDER THIS      AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; IMPLIED WARRANTY      ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USEAGE OF TRADE;      ANY OBLIGATION, LIABLITY, RIGHT, REMEDY OR CLAIM IN TORT (INCLUDING      NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABLITY, STRICKT      LIABILITY OR OTHER THEORY; AND CLAIM OF INFRINGEMENT.

17.  Representations. Distributor will be solely responsible for any      representations or warranties Distributor may make to any reseller with      respect to the Product or any products, goods, services or other items      provided by Distributor. Except to the extent inconsistent with paragraph      15, Distributor releases and will defend, indemnify and hold harmless WGT      and its officers, directors, employees, agents and representatives from any      and all claims, losses, damages, liens, liabilities, costs and expenses      (including, but not limited, reasonable attorneys' fees) incurred or      asserted by any reseller or otherwise arising out of or in connection with      (a) any misrepresentation, negligent or tortious act or omission, or breach      of or default under this Agreement by Distributor or by anyone else acting      for or on behalf of Distributor in connection with the promotion,      distribution or other dealings with respect to the Product; (b) any      reseller or end-user's use of the Product or any products or services of

                                       15





     Distributor; or (c) any representations and warranties made by Distributor      that are inconsistent with or in addition to the warranties made in WGT's      end-user license agreement or limited hardware warranty, as applicable,      accompanying each copy of the Product.

18.  Limitations of Liability. EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.

19.  Consequential Damages. IN NO EVENT WILL WGT BE LIABLE, WHETHER IN CONTRACT,      WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),      PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), TO DISTRIBUTOR OR TO      ANY RESELLER OF DISTRIBUTOR, END-USER OR OTHER PERSON OR ENTITY FOR COST OF      COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES      (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, BUSINESS OR DATA)      ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE      USE OF, INABIILTY TO USE OR RESULTS OF USE OF THE PRODUCT.

20.  Compliance with Laws. In performing this Agreement, Distributor will comply      with all applicable laws, regulations and other requirements, now or      hereafter in effect, of government authorities having jurisdiction.

21.  Export. Without limiting anything else herein, Distributor will not export      or re-export, directly or indirectly, the WGT Product to any country to      which export or re-export of such items is prohibited by the U.S. Export      Administration Act, regulations of the U.S. Department of Commerce and      other export controls of the U.S., as they may be amended without first      obtaining an appropriate written authorization from the U.S. Office of      Export Licensing or its successor. At the time of execution of this      Agreement, Distributor is prohibited from exporting or re-exporting ,      directly or indirectly, the WGT Product to the following countries: Cuba,      Libya, North Korea, Iran, Iraq, Ruwanda, Sudan, Syria and the Federal      Republic of Yugoslavia (Serbia and Montenegro). Notwithstanding the      foregoing list, Distributor is not relieved from its obligations to comply      with the foregoing export control laws, as such laws may be amended from      time to time. Distributor shall also comply with all other foreign or local      governmental export and import control laws, regulations and rules.

22.  Government Approvals. Distributor will obtain at its expense all licenses,      permits and other governmental approvals; will provide all notices; and      will pay all duties, taxes and other charges required for the license,      export, re-export and import of the Product distributed by the Distributor;      the license of the Software distributed by Distributor; and the      implementation of this Agreement.

                                       16

23.  Nonwaiver. The failure of either party to insist upon or enforce strict      performance of any of the provisions of this Agreement or to exercise any      rights or remedies under this Agreement will not be construed as a waiver      or relinquishment to any extent of such party's right to assert or rely      upon any such provisions, rights or remedies in that or any other instance;      rather, the same will be and remain in full force and effect.

24.  Assignment. Distributor will not assign all or any part of this Agreement      or any of its rights under this Agreement without the prior written consent      of WGT. Subject to the foregoing, this Agreement will be fully binding      upon, inure to the benefit of and be enforceable by the parties and their      respective successors and assigns.

25.  Survival. Paragraphs 1, 2, 3, 13 through 23 and all accrued obligations to      pay, together with all other provisions of this Agreement which may      reasonably be interpreted or construed as surviving the expiration or      termination of the Term, will survive the expiration or termination of the      Term.

26.  Notices. Any notice or other communication under this Agreement given by      either party to the other will be in writing and delivered either (a) in      person or by first-class, registered or certified mail or a recognized      overnight delivery service, return receipt requested, postage prepaid or      (b) by facsimile and then acknowledged as received by return facsimile by      the intended recipient. Notices will be deemed received only upon actual      receipt. Notices will be directed to the intended recipient at the address      specified below its signature on the signature page of this Agreement.      Either party may change its address by giving the other party notice of      such change in accordance with this paragraph.

27.  No Conflict. Distributor represents and warrants to WGT that Distributor is      free to enter into and perform this Agreement without thereby being in      breach of or default under the terms of any other contract, commitment or      understanding.

28.  Interpretation. The English language of this Agreement will govern any      interpretation of or dispute regarding the terms of this Agreement.      Paragraph captions are for convenience of reference and do not alter or      limit the terms of this Agreement. The parties hereto have expressly      required that the present Agreement and its Exhibits be drawn up on the      English language. / Les parties aux presentes ont expressement exige que la      presente conventions et se Annexes solent redigees en la langue anglaise.





29.  Governing Law; Venue. This Agreement will be governed by and interpreted in      accordance with the local laws of the State of Washington, U.S.A., without      regard to its conflicts of law provisions and not including the provisions      of the 1980 U.N. Convention in Contracts for the International Sale of      Goods. Distributor irrevocably consents, and submits to the jurisdiction of      the Federal and State courts of and located in King County, in the State of      Washington, U.S.A. Distributor will not commence or prosecute any suit,      claim, or proceeding arising under this Agreement other than in the courts      identified in the preceding sentence. Any remedy of WGT set forth in this      Agreement is in addition to any other remedy afforded to WGT under this      Agreement, any other contract, by law or otherwise.

                                       17

                         SUPPORT SERVICES AND PROCEDURES                                     EXHIBIT C

SUPPORT SERVICES:

WGT will provide the following training and product support programs to Distributor:

A.   Training.

Promptly after execution of this Agreement, WGT will conduct a one day technical and sales training program for three (3) of Distributor's employees. Such training will be held at Distributor's facilities. Distributor will be responsible for all costs and expenses incurred by Distributor's personnel in attending, receiving or securing training provided by WGT.

B.   Product Support Services.

WGT will provide the following product support services to Distributor for the Term of the Agreement:

1.   Telephone Support. Reasonable telephone and electronic mail support for the      Software will be available in response to a request from Distributor during      WGT's normal business hours (6:00 a.m. to 5:00 p.m., Monday through Friday,      Pacific Standard Time), excluding holidays that WGT recognizes. Only      Distributor's designated, approved personnel will communicate with WGT's      customer support specialists.

2.   Submitting a Service Request. To submit a request for service, Distributor      has two service options:

(a)  over the phone, the Distributor will dial WGT's service number as supplied      to Distributor by WGT. When a support specialist answers the phone,      Distributor will be prepared to discuss the problem with the support      specialist.

(b)  via electronic mail as supplied to Distributor by WGT, whereby a service      request can be submitted to WGT's electronic mail system.

In order to submit a service request, either telephonically or electronically, Distributor will employ the following procedures:

(a)  provide a clear description that fully explains what the problem is, and      when the problem occurs;

(b)  provide a diagnostic trace, sample code or file of the failure symptom that      has been recorded on the user's system; and

(c)  describe the steps taken to resolve the problem.

                                       18

3.   Priority. WGT will respond to problems with the Software in accordance with      the following priority schedule:

Priority One (P-1) is reserved for critical and severe Software problems which cause the Software to fail or act in a manner which causes the Software to be unusable.

Priority Two (P-2) is reserved for Software problems which cause a major component of the Software to become unusable but the overall Software continues to function.

Priority Three (P-3) is reserved for Software problems which cause minimal disruption to normal operations of the Software and can be avoided with a simple work-around process.

Priority Four (P-4) is reserved for all other problems of lesser severity.

4.   Response Time: Upon receipt of a service request, a WGT customer support      specialist will contact Distributor's designated, approved personnel within      the following response times to discuss the problem:

P-1 - respond within two (2) hours (subject to WGT's normal business hours) of





receipt of a P-1 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-2 - respond within four (4) hours (subject to WGT's normal business hours) of receipt of a P-2 problem and use all commercially reasonable and diligent efforts to create a fix or work-around as soon as practicable considering the nature of the problem.

P-3 - respond within twenty-four (24) hours (subject to WGT's normal business hours) of receipt of a P-3 problem and use all commercially reasonable efforts to create a fix or work-around which may be included in the next Update.

P-4 - respond within five (5) business days (subject to WGT's normal business hours) of receipt of a P-4 problem and target a fix in a future Update.

WGT will make any corrections available to Distributor via BBS, FTP site or other reasonable means.

                                       19

                             DISTRIBUTOR'S FORECAST                                     EXHIBIT D

Quarter 1: ____________, 19__ through ____________, 19__      $__________

Quarter 2: ____________, 19__ through ____________, 19__      $__________

Quarter 3: ____________, 19__ through ____________, 19__      $__________

Quarter 4: ____________, 19__ through ____________, 19__      $__________

                                       20 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

A: Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.
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Q: AMENDMENT NO. 3

Dated as of February 19, 2007

Reference is hereby made to that certain fully executed Wireless Content License Agreement Number 12965 dated as of December 16, 2004, as amended November 11, 2005 and March 27, 2006 (the Agreement), between Fox Mobile Entertainment, Inc. (Fox), as Administrator for Twentieth Century Fox Film Corporation, and Glu Mobile Inc. (Licensee).

The parties agree to modify the Agreement as follows:

1. EXTENSION OF TERM: The first paragraph of Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

  TERM: The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the Term); provided, however, that with respect to each Property, including Robots, Kingdom of Heaven, Mr. and Mrs. Smith, In Her Shoes, Idiocracy (Oww My Balls) and Ice Age II, all right and licenses granted herein will continue in full force and effect until March 31, 2008.

2. NOTICE PROVISION: The notice information for Licensee in Section 17(a) of the Agreement shall be amended such that Paul Zuzelo is deleted and replaced with General Counsel, and such that the email address for Paul Zuzelo is deleted.

Except as herein expressly amended or by necessary implication modified by this Amendment, 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.                   Glu Mobile Inc. (Licensee)       Fox Mobile Entertainment, Inc. (Fox)



By:   /s/ Albert A. Pimentel     By:   /s/ Jamie Samson

                  Name:   Albert A. Pimentel       Name:   Jamie Samson Its:   EVP and CFO       Its:   Senior Vice President                   Date:         Date:

Source: GLU MOBILE INC, S-1/A, 3/19/2007 
Question: Highlight the parts (if any) of this contract related to Expiration Date that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?

A:
The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the "Term"); provided, however, that with respect to each Property, including Robots, Kingdom of Heaven, Mr. and Mrs. Smith, In Her Shoes, Idiocracy (Oww My Balls) and Ice Age II, all right and licenses granted herein will continue in full force and effect until March 31, 2008."
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