Execution Version


 


GLORI ENERGY INC.


 


SERIES C PREFERRED STOCK PURCHASE AGREEMENT


 


DECEMBER 30, 2011


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	PURCHASE AND SALE OF PREFERRED STOCK	1
	 	 	 
	 	1.1	Sale and Issuance of Series C Preferred Stock	1
	 	 	 	 
	 	1.2	Subsequent Closing	1
	 	 	 	 
	 	1.3	Closing; Delivery	2
	 	 	 	 
	 	1.4	Use of Proceeds	2
	 	 	 	 
	 	1.5	Defined Terms Used in this Agreement	2
	 	 	 	 
	2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3
	 	 	 
	 	2.1	Organization, Good Standing, Corporate Power and Qualification	4
	 	 	 	 
	 	2.2	Capitalization	4
	 	 	 	 
	 	2.3	Subsidiaries	6
	 	 	 	 
	 	2.4	Authorization	6
	 	 	 	 
	 	2.5	Valid Issuance of Shares	6
	 	 	 	 
	 	2.6	Governmental Consents and Filings	6
	 	 	 	 
	 	2.7	Litigation	7
	 	 	 	 
	 	2.8	Intellectual Property	7
	 	 	 	 
	 	2.9	Compliance with Other Instruments	8
	 	 	 	 
	 	2.10	Agreements; Actions	8
	 	 	 	 
	 	2.11	Certain Transactions	9
	 	 	 	 
	 	2.12	Rights of Registration and Voting Rights	9
	 	 	 	 
	 	2.13	Absence of Liens	9
	 	 	 	 
	 	2.14	Financial Statements	10
	 	 	 	 
	 	2.15	Changes	10
	 	 	 	 
	 	2.16	Employee Matters	10
	 	 	 	 
	 	2.17	Tax Returns and Payments	12
	 	 	 	 
	 	2.18	Insurance	12
	 	 	 	 
	 	2.19	Confidential Information and Invention Assignment Agreements	12
	 	 	 	 
	 	2.20	Permits	12
	 	 	 	 
	 	2.21	Corporate Documents	12
	 	 	 	 
	 	2.22	Real Property Holding Corporation	13
	 	 	 	 
	 	2.23	Environmental and Safety Laws	13


 




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	 	2.24	Qualified Small Business Stock	13
	 	 	 	 
	 	2.25	Disclosure	13
	 	 	 	 
	3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS	14
	 	 	 
	 	3.1	Authorization	14
	 	 	 	 
	 	3.2	Purchase Entirely for Own Account	14
	 	 	 	 
	 	3.3	Disclosure of Information	14
	 	 	 	 
	 	3.4	Restricted Securities	14
	 	 	 	 
	 	3.5	No Public Market	15
	 	 	 	 
	 	3.6	Legends	15
	 	 	 	 
	 	3.7	Accredited Investor	15
	 	 	 	 
	 	3.8	Foreign Investors	15
	 	 	 	 
	 	3.9	No General Solicitation	16
	 	 	 	 
	 	3.10	Exculpation Among Purchasers	16
	 	 	 	 
	 	3.11	Residence	16
	 	 	 	 
	 	3.12	Bridge Note	16
	 	 	 	 
	4.	CONDITIONS TO THE PURCHASERS’ OBLIGATIONS	16
	 	 	 
	 	4.1	Representations and Warranties	16
	 	 	 	 
	 	4.2	Performance	16
	 	 	 	 
	 	4.3	Compliance Certificate	16
	 	 	 	 
	 	4.4	Qualifications	17
	 	 	 	 
	 	4.5	Board of Directors	17
	 	 	 	 
	 	4.6	Indemnification Agreements	17
	 	 	 	 
	 	4.7	Third Amended and Restated Investors’ Rights Agreement	17
	 	 	 	 
	 	4.8	Third Amended and Restated Right of First Refusal and Co-Sale Agreement	17
	 	 	 	 
	 	4.9	Third Amended and Restated Voting Agreement	17
	 	 	 	 
	 	4.10	Restated Certificate	17
	 	 	 	 
	 	4.11	Secretary’s Certificate	17
	 	 	 	 
	 	4.12	Legal Opinion	17
	 	 	 	 
	 	4.13	Proceedings and Documents	17
	 	 	 	 
	 	4.14	Minimum Initial Closing Proceeds	17
	 	 	 	 
	5.	CONDITIONS OF THE COMPANY’S OBLIGATIONS	18
	 	 	 
	 	5.1	Representations and Warranties	18


 




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	 	5.2	Performance	18
	 	 	 	 
	 	5.3	Qualifications	18
	 	 	 	 
	 	5.4	Third Amended and Restated Investors’ Rights Agreement	18
	 	 	 	 
	 	5.5	Third Amended and Restated Right of First Refusal and Co-Sale Agreement	18
	 	 	 	 
	 	5.6	Third Amended and Restated Voting Agreement	18
	 	 	 	 
	 	5.7	Representation Letter	18
	 	 	 	 
	6.	MISCELLANEOUS	18
	 	 	 
	 	6.1	Survival of Warranties	18
	 	 	 	 
	 	6.2	Successors and Assigns	18
	 	 	 	 
	 	6.3	Governing Law	19
	 	 	 	 
	 	6.4	Counterparts; Facsimile	19
	 	 	 	 
	 	6.5	Titles and Subtitles	19
	 	 	 	 
	 	6.6	Notices	19
	 	 	 	 
	 	6.7	No Finder’s Fees	19
	 	 	 	 
	 	6.8	Fees and Expenses	19
	 	 	 	 
	 	6.9	Attorney’s Fees	20
	 	 	 	 
	 	6.10	Amendments and Waivers	20
	 	 	 	 
	 	6.11	Severability	20
	 	 	 	 
	 	6.12	Delays or Omissions	20
	 	 	 	 
	 	6.13	Entire Agreement	20
	 	 	 	 
	 	6.14	Dispute Resolution	20
	 	 	 	 
	 	6.15	Indemnification.	21
	 	 	 	 
	 	6.16	No Commitment for Additional Financing	22


 


	Exhibit A	Schedule of Purchasers
	Exhibit B	Form of Amended and Restated Certificate of Incorporation


  




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SERIES C PREFERRED STOCK PURCHASE AGREEMENT


 


THIS SERIES C PREFERRED STOCK PURCHASE
AGREEMENT (the “Agreement”) is entered into as of this 30th day of December 2011, by and among
Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers
listed from time to time on Exhibit A attached hereto (each a “Purchaser” and collectively, the
“Purchasers”).


 


WHEREAS, the Company desires to sell to
the Purchasers, and the Purchasers desire to purchase from the Company, shares of Series C Preferred Stock, par value $0.0001 per
share (the “Series C Preferred Stock”), to be authorized by the Company pursuant to the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing, and of the mutual promises, representations, warranties, covenants and conditions set forth in
this Agreement, the parties hereto hereby agree as follows:


 


1.            Purchase
and Sale of Preferred Stock.


 


1.1         Sale
and Issuance of Series C Preferred Stock.


 


(a)          The
Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined
below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated
Certificate”).


 


(b)          Subject
to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Initial Closing, and the Company agrees
to sell and issue to the Purchasers at the Initial Closing, that number of shares of Series C Preferred Stock set forth in the
column designated “Initial Closing Shares” opposite such Purchaser’s name on Exhibit A, at a purchase
price of $2.741 per share. The consideration for the purchased shares of Series C Preferred Stock shall be paid in cash or by the
cancellation of indebtedness of the Company to any Purchaser (such cancellation of principal and accrued but unpaid interest is
set forth on Exhibit A under the heading “Principal/Interest/Total Amount of Surrendered Debt.” The shares of
Series C Preferred Stock, when issued to the Purchasers pursuant to this Agreement (including any Additional Initial Closing Shares,
as defined below), shall be referred to in this Agreement as the “Shares.”


 


1.2         Subsequent
Closing. On or prior to January 16, 2012, the Company may sell, on the terms and conditions contained in this Agreement, up
to an aggregate of 4,420,563 additional shares of Series C Preferred Stock (the “Additional Initial Closing Shares”)
to (i) Gentry Glori Energy Investment LLC, (ii) Advantage Capital Partners or an Affiliate, (iii) any holder of the Company’s
Series B Preferred Stock or (iv) such other purchasers to be determined by the Company. In such event, Exhibit A to this
Agreement shall be amended and updated by the Company to reflect the number of Additional Initial Closing Shares sold by the Company.
The Additional Initial Closing Shares shall be deemed sold as of the date of the Initial Closing for the purposes of Article Fourth,
Section B, Subsection 1 of the Restated Certificate. As a condition to the sale by the Company to the purchasers contemplated by
this Section 1.2, such purchasers shall, to the extent required by the Company, deliver to the Company a representation letter
in form and substance satisfactory to the Company.


 




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1.3         Closing;
Delivery.


 


(a)          The
initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m.,
Houston, Texas time, on December 30, 2011, or at such other time and place as the Company and the Purchasers purchasing a majority
of the Initial Closing Shares mutually agree upon, orally or in writing (which time and place are designated as the “Initial
Closing”).


 


(b)          The
purchase and sale of any Additional Initial Closing Shares shall take place remotely via the exchange of documents and signatures,
at such time and place as the Company and the Purchasers purchasing a majority of the Additional Initial Closing Shares mutually
agree on, orally or in writing, subject to the limitations set forth in Section 1.2 (which time and place are designated as the
“Additional Closing” and together with the Initial Closing, each referred to herein as, a “Closing”).


 


(c)          At
each Closing, the Company shall deliver to the Purchasers a certificate representing the Shares being purchased by the Purchasers
at such Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company, by
cancellation or conversion of indebtedness of the Company to the Purchasers, including interest, or by any combination of such
methods.


 


1.4         Use
of Proceeds. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance
with the Third Amended and Restated Voting Agreement, the Company will use the proceeds from the sale of the Shares for product
development and other general corporate purposes.


 


1.5         Defined
Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed
to have the meanings set forth or referenced below.


 


“Affiliate”
means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by,
or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or
employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with
one or more general partners or managing members of, or shares the same management company with, such Person.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Company Intellectual
Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights,
trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct
of the Company’s business as now conducted and as presently proposed to be conducted.


 




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“Indemnification
Agreement” means the indemnification agreement between the Company and the director designated by any Purchaser entitled
to designate a member of the Board of Directors pursuant to the Third Amended and Restated Voting Agreement.


 


“Key Employee”
means any executive-level employee (including vice president-level positions) as well as any employee or consultant who either
alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.


 


“Knowledge,”
including the phrase “to the Company’s knowledge,” shall mean the actual knowledge after reasonable investigation
of the following officers: Stuart M. Page, Victor Perez and Dr. Thomas Ishoey.


 


“Legal Opinion” means
the opinion of Fulbright & Jaworski L.L.P. addressed to the Purchasers, in the form and substance reasonably satisfactory to
the Purchasers hereto.


 


“Material
Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial
condition, property, prospects or results of operations of the Company.


 


“Person” means any individual,
corporation, partnership, trust, limited liability company, association or other entity.


 


“Purchaser”
means each of the Purchasers who is a party to this Agreement.


 


“Third Amended
and Restated Investors’ Rights Agreement” means the agreement among the Company, The Energy and Resources Institute
and the Purchasers, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory to the parties hereto.


 


“Third Amended
and Restated Right of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers, and
certain other stockholders of the Company, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory
to the parties hereto.


 


“Third Amended
and Restated Voting Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of
the Company, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory to the parties hereto.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Transaction
Agreements” means this Agreement, the Third Amended and Restated Investors’ Rights Agreement, the Third Amended
and Restated Right of First Refusal and Co-Sale Agreement, the Third Amended and Restated Voting Agreement and the Indemnification
Agreements.


 




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2.            Representations
and Warranties of the Company.


 


The Company hereby represents
and warrants to each Purchaser that, except as set forth on the disclosure letter delivered by the Company to the Purchasers (the
“Disclosure Letter”), which exceptions shall be deemed to be part of the representations and warranties made
hereunder, the following representations are, to the Company’s knowledge, true and complete as of the date of the Initial
Closing, except as otherwise indicated. The Disclosure Letter shall be arranged in sections corresponding to the numbered and
lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure
Letter shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading
of the disclosure that such disclosure is applicable to such other sections and subsections.


 


For purposes of these
representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5 and 2.6), the term “the Company” shall
include any subsidiaries of the Company, unless otherwise noted herein.


 


2.1         Organization,
Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as
presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing
in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.


 


2.2         Capitalization.
The authorized capital of the Company consists, immediately prior to the Initial Closing, of:


 


(a)          100,000,000
shares of common stock, $0.0001 par value per share (the “Common Stock”), 3,009,592 shares of which are issued
and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company
holds no treasury stock and no shares of Preferred Stock in its treasury.


 


(b)          10,922,904
shares of Preferred Stock, 521,852 of which shares have been designated Series A Preferred Stock, 475,541 of which are issued and
outstanding immediately prior to the Initial Closing, 2,901,052 of which shares have been designated Series B Preferred Stock,
2,901,052 of which are issued and outstanding immediately prior to the Initial Closing and 7,500,000 of which shares have been
designated Series C Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. The rights,
privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation
law of the jurisdiction of the Company’s incorporation.


 


(c)          The
Company has reserved 5,453,740 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company
pursuant to its 2006 Stock Option and Grant Plan duly adopted by the Board of Directors and approved by the Company stockholders
(the “Stock Plan”). Of the 5,453,740 shares of Common Stock reserved for issuance under the Stock Plan, (x)
5,261,542 of such shares are reserved for issuance upon exercise of currently outstanding options, (y) 168,932 of such shares are
currently issued and outstanding that were issued upon exercise of options granted, or pursuant to restricted stock purchases effected,
under the Stock Plan, and (z) 23,266 shares remain available for future stock options and other awards permitted under the Plan.
The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.


 




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(d)          Section
2.2(d) to the Disclosure Letter sets forth the capitalization of the Company immediately following the Initial Closing, including
the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock,
vesting schedule and repurchase price; (ii) issued stock options, including vesting schedule and exercise price; (iii) stock options
not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any.
Except for (A) the conversion privileges of the Shares to be issued under this Agreement and the conversion privileges of the Series
A Preferred Stock and the Series B Preferred Stock, (B) the rights provided in Section 4 of the Third Amended and Restated Investors’
Rights Agreement, and (C) the securities and rights described in Section 2.2(c) of this Agreement and on Section 2.2(d)
to the Disclosure Letter, there are no outstanding options, warrants, rights (including conversion or preemptive rights and
rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares
of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, or any securities convertible
into or exchangeable for shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock.
All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding
options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for
estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s
initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities
Act.


 


(e)          Except
as set forth on Section 2.2(e) to the Disclosure Letter, none of the Company’s stock purchase agreements or stock
option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting
provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company
has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation,
replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation
(contingent or otherwise) to purchase or redeem any of its capital stock.


 


(f)     
    No stock options, stock appreciation rights or other equity-based awards issued or granted by
the Company are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation
plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the
Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all
material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder.
No payment to be made under any 409A Plan is, or to the knowledge of the Company will be, subject to the penalties of Section
409A(a)(1) of the Code.


 




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2.3         Subsidiaries.
Except as set forth on Section 2.3 to the Disclosure Letter, the Company does not currently own or control, directly or
indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or
other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.


 


2.4         Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion
of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary
for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction
Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior
to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in
the Third Amended and Restated Investors’ Rights Agreement and each Indemnification Agreement may be limited by applicable
federal or state securities laws.


 


2.5         Valid
Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set
forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions
on transfer under the Transaction Agreements, the Restated Certificate, applicable state and federal securities laws and liens
or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section
3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares will be issued in compliance with
all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved
for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated
Certificate, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based
in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common
Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.


 


2.6         Governmental
Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial
Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been
made or will be made in a timely manner.


 




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2.7         Litigation.
Except as set forth on Section 2.7 to the Disclosure Letter, there is no claim, action, suit, proceeding, arbitration, complaint,
charge or, investigation pending or, to the Company’s knowledge, currently threatened (i) against the Company or any officer,
director or Key Employee of the Company arising out of their employment or board relationship with the Company; (ii) that questions
the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated
by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a
party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency
or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action,
suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without
limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the
Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the
Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations
under any agreements with prior employers.


 


2.8         Intellectual
Property. The Company owns or possesses sufficient legal rights to all Company Intellectual Property without any known conflict
with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed
to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property
rights of any other party. Other than as set forth on Section 2.8 to the Disclosure Letter, other than with respect to commercially
available software products under standard end-user object code license agreements, there are no outstanding options, licenses,
agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is
the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The
Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate
any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or
processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present
on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its
employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary
to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment
by the Company. Each Company employee and consultant who has contributed to the Company Intellectual Property has assigned to the
Company all intellectual property rights he or she owns that are part of the Company Intellectual Property. Section 2.8 to the
Disclosure Letter lists all Company Intellectual Property that is registered or for which a pending registration has been filed.
The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in
development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public
License or similar license arrangement. For purposes of this Section 2.8, the Company shall be deemed to have knowledge of a patent
right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined
by reference to United States patent laws.


 




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2.9         Compliance
with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws,
(ii) of any instrument, judgment, order, writ or decree in which the Company is named or by which it is bound, (iii) under any
note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which
it is bound that is required to be listed on the Disclosure Letter, or of any provision of federal or state statute, rule or regulation
applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance
of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result
in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i)
a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results
in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or
nonrenewal of any material permit or license applicable to the Company.


 


2.10       Agreements;
Actions.


 


(a)          Except
for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which
the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company
in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from
the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person
that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv)
indemnification by the Company with respect to infringements of proprietary rights.


 


(b)          The
Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or
series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually
in excess of $100,000 or in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than
ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than
the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10,
all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same
Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose
of meeting the individual minimum dollar amounts of such subsection.


 


(c)          The
Company is not a guarantor or indemnitor of any indebtedness of any other Person.


 




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2.11       Certain
Transactions.


 


(a)          Except
as set forth on Section 2.11 to the Disclosure Letter, and other than (i) standard employee benefits generally made available
to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the
purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common
Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their
counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors,
consultants or Key Employees, or any Affiliate thereof.


 


(b)          Except
as set forth on Section 2.11 to the Disclosure Letter, the Company is not indebted, directly or indirectly, to any of its
directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other
than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses
and for other customary employee benefits made generally available to all employees. Except as set forth on Section 2.11 to
the Disclosure Letter, none of the Company’s directors, officers or employees, or any members of their immediate families,
or any Affiliate of the foregoing (i) is, directly or indirectly, indebted to the Company or, (ii) to the Company’s knowledge,
has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the
Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers
or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock
of) publicly traded companies that may compete with the Company. None of the Company’s Key Employees or directors or any
members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract
with the Company. None of the directors or officers, or any members of their immediate families, has any material commercial, industrial,
banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers,
service providers, joint venture partners, licensees and competitors.


 


2.12       Rights
of Registration and Voting Rights. Except as provided in the Third Amended and Restated Investors’ Rights Agreement,
the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any
securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except
as contemplated in the Third Amended and Restated Voting Agreement, no stockholder of the Company has entered into any agreements
with respect to the voting of capital shares of the Company.


 


2.13       Absence
of Liens. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and
encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens
that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property
or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge,
holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or
assets.


 




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2.14       Financial
Statements. The Company has delivered to each Purchaser its audited financial statements as of December 31, 2010 and for the
fiscal year ended December 31, 2010, and its unaudited financial statements (including balance sheet, income statement and statement
of cash flows) as of September 30, 2011 and for the period ended September 30, 2011 (collectively, the “Financial Statements”).
The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as
of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end
audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent
or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2011, obligations
under contracts and commitments incurred in the ordinary course of business and liabilities and obligations of a type or nature
not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases,
individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain
a standard system of accounting established and administered in accordance with generally accepted accounting principles.


 


2.15       Changes.
Since September 30, 2011, there have been no events or circumstances of any kind that have had or could reasonably be expected
to result in a Material Adverse Effect.


 


2.16       Employee
Matters.


 


(a)          As
of the date hereof, the Company employs 19 full-time employees, no part-time employees and no temporary employee and engages two
consultants or independent contractors. Glori Oil S.R.L., the wholly owned subsidiary of the Company, employees no full-time employees.
Section 2.16(a) of the Disclosure Letter sets forth a detailed description of all compensation, including salary, bonus,
severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor
of the Company who received compensation in excess of $50,000 for the fiscal year ended December 31, 2010 or is anticipated to
receive compensation in excess of $50,000 for the fiscal year ending December 31, 2011.


 


(b)          To
the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments
of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the
Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s
business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed
to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions
of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.


 




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(c)          Except
as set forth on Section 2.16(c) to the Disclosure Letter, the Company is not delinquent in payments to any of its employees,
consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service
performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors.
The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with
other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The
Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental
entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties,
or other sums for failure to comply with any of the foregoing.


 


(d)          To
the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become
unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of
the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth on
Section 2.16(d) to the Disclosure Letter or as required by law, upon termination of the employment of any such employees,
no severance or other payments will become due. Except as set forth on Section 2.16(d) to the Disclosure Letter, the Company
has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the
termination of employment services.


 


(e)          The
Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are
inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s Board of Directors.


 


(f)       
   Except as set forth on Section 2.16(f) to the Disclosure Letter, each former Key Employee whose
employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any
claims against the Company or any related party arising out of such employment.


 


(g)          Section
2.16(g) to the Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by the Company,
or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee
benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied
in all material respects with all applicable laws for any such employee benefit plan.


 


(h)          The
Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express
or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of
the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other
labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material Adverse
Effect, nor is the Company aware of any labor organization activity involving its employees.


 




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(i)          To
the Company’s knowledge, none of the Key Employees or directors of the Company has been (a) subject to voluntary or involuntary
petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar
officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently
reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging,
or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other
type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in
a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal
or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed,
suspended, or vacated.


 


2.17       Tax
Returns and Payments. There are no federal, state, county, local or foreign taxes dues and payable by the Company which have
not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are
due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable
federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and
foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations
with respect to taxes for any year.


 


2.18       Insurance.
The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject
to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.


 


2.19       Confidential
Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has
executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms
delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former
Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential
Information Agreement. The Company is not aware that any of its Key Employees is in violation thereof.


 


2.20       Permits.
The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack
of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar authority.


 


2.21       Corporate
Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute
books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions
by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects
in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions
referred to in such minutes.


 




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2.22       Real
Property Holding Corporation. The Company is not now and has never been a “United States real property holding corporation”
as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service
all statements, if any, with its United States income tax returns which are required under such regulations.


 


2.23       Environmental
and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect (a) the Company is and has been
in compliance with all Environmental Laws; (b) there has been no release or, to the Company’s knowledge, threatened release
of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a
“Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used
by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest
at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other
similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are
no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used
or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site
owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company
has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates
of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments.


 


For purposes of this
Section 2.23, “Environmental Laws” means any law, regulation, or other applicable requirement relating
to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public
health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.


 


2.24       Qualified
Small Business Stock. As of and immediately following the Initial Closing: (i) the Company will be an eligible corporation
as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code
Section 1202(c)(3)(B) during the one-year period preceding the Initial Closing, except for purchases that are disregarded for such
purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section
1202(d)(2), at no time between its incorporation and through the Initial Closing have exceeded $50 million, taking into account
the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided,
however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently
proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section
1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.


 




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2.25       Disclosure.
The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have
requested for deciding whether to acquire the Shares, including certain of the Company’s projections describing its proposed
business model (July 2011 spreadsheets) (the “Business Model”). No representation or warranty of the Company
contained in this Agreement, as qualified by the Disclosure Letter, and no certificate furnished or to be furnished to the Purchasers
at the Initial Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to
make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business
Model was prepared in good faith; however, the Company does not warrant that it will achieve any results projected in the Business
Model. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers,
and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information
customarily furnished to purchasers of securities.


 


3.            Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly,
that:


 


3.1         Authorization.
The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which such Purchaser
is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser,
enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b)
to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal
or state securities laws.


 


3.2         Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired
by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the
Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for
the specific purpose of acquiring the Shares.


 


3.3         Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review
the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company
in Section 2 of this Agreement or the right of the Purchasers to rely thereon.


 




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3.4         Restricted
Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act,
by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock
into which it may be converted, for resale except as set forth in the Third Amended and Restated Investors’ Rights Agreement.
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may
not be able to satisfy.


 


3.5         No
Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no
assurances that a public market will ever exist for the Shares.


 


3.6         Legends.
The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all
of the following legends:


 


(a)          “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(b)          Any
legend set forth in, or required by, the other Transaction Agreements.


 


(c)          Any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate
so legended.


 


3.7         Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


3.8         Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), such Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the Shares. Such Purchaser’s subscription and payment for and continued beneficial
ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 




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3.9         No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published
any advertisement in connection with the offer and sale of the Shares.


 


3.10       Exculpation
Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers
and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective
controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser
for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.


 


3.11       Residence.
If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser
set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then
the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the
Purchaser set forth on Exhibit A.


 


3.12       Bridge
Note. If the Purchaser is a holder of that certain Convertible Promissory Note made by the Company and dated May 31, 2011 (the
“Bridge Note”), then such Purchaser hereby acknowledges and agrees that (i) the issuance and sale for the Shares
pursuant to this Agreement shall constitute a “Qualified Financing” for purposes of Section 3 of the Bridge Note, and
that this Agreement constitutes such Purchaser’s election in writing to treat the issuance and sale of the Shares as a “Qualified
Financing” and (ii) together with the cash payment, if any, made by such Purchaser at the Initial Closing, such Purchaser
cancels, surrenders and exchanges the principal amount of, and the accrued interest on, the Bridge Note held by such Purchaser
for that number of shares of Series C Preferred Stock set forth in the column designated “Initial Closing Shares”
opposite such Purchaser’s name on Exhibit A.


 


4.            Conditions
to the Purchasers’ Obligations. The obligations of each Purchaser to purchase Shares at each Closing are subject to the
fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:


 


4.1         Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all material
respects as of such Closing, except that any such representations and warranties shall be true and correct in all respects where
such representation and warranty is qualified with respect to materiality.


 


4.2         Performance.
The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by the Company on or before such Closing.


 


4.3         Compliance
Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at each Closing a certificate certifying
that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.


 




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4.4         Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained
and effective as of such Closing.


 


4.5         Board
of Directors. As of the Initial Closing, the authorized size of the Board shall be eight, and the Board shall be comprised
of Jonathan Schulhof, Michael Schulhof, Stuart Page, Matthew Gibbs, Jasbir Singh, Ganesh Kishore, Mark Puckett and John Clarke.


 


4.6         Indemnification
Agreements. The Company and each director designated by a Purchaser (other than the Purchaser relying upon this condition to
excuse such Purchaser’s performance hereunder) shall have executed and delivered the Indemnification Agreements.


 


4.7         Third
Amended and Restated Investors’ Rights Agreement. The Company and each Purchaser and the other stockholders of the Company
named as parties thereto shall have executed and delivered the Third Amended and Restated Investors’ Rights Agreement.


 


4.8         Third
Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser, and the other stockholders
of the Company named as parties thereto shall have executed and delivered the Third Amended and Restated Right of First Refusal
and Co-Sale Agreement.


 


4.9         Third
Amended and Restated Voting Agreement. The Company, each Purchaser and the other stockholders of the Company named as parties
thereto shall have executed and delivered the Third Amended and Restated Voting Agreement.


 


4.10       Restated
Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the
Initial Closing, which shall continue to be in full force and effect as of the Initial Closing.


 


4.11       Secretary’s
Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying
(i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and
the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving
the Restated Certificate.


 


4.12       Legal
Opinion. The Purchasers shall have received the Legal Opinion, dated as of the date of the Initial Closing.


 


4.13       Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all
documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its
counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.
Such documents may include good standing certificates.


 


4.14       Minimum
Initial Closing Proceeds. At the Initial Closing, the Company shall have received an aggregate of at least $6,313,203.66 (exclusive
of amounts advanced under the Bridge Note) from the Purchasers.


 




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5.            Conditions
of the Company’s Obligations. The obligations of the Company to sell Shares to the Purchasers at each Closing are subject
to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:


 


5.1         Representations
and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct in all
material respects as of such Closing.


 


5.2         Performance.
The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by them on or before such Closing.


 


5.3         Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained
and effective as of the Closing.


 


5.4         Third
Amended and Restated Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Third Amended
and Restated Investors’ Rights Agreement.


 


5.5         Third
Amended and Restated Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company
named as parties thereto shall have executed and delivered the Amended and Restated Right of First Refusal and Co-Sale Agreement.


 


5.6         Third
Amended and Restated Voting Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall
have executed and delivered the Third Amended and Restated Voting Agreement.


 


5.7         Representation
Letter. The Company shall have received a representation letter from Gentry-Glori Energy Investment LLC and each individual
that holds a direct or indirect beneficial interest in Gentry-Glori Energy Investment LLC, in form and substance satisfactory to
the Company.


 


6.            Miscellaneous.


 


6.1         Survival
of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers
contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and
shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers
or the Company.


 


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


 




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6.3         Governing
Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in
accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other
matters shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict
of law principles that would result in the application of any law other than the law of the State of New York.


 


6.4         Counterparts;
Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


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


 


6.6         Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after
deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt.
All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A,
or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this
Section 6.6. If notice is given to the Company, a copy shall also be sent to Fulbright & Jaworski L.L.P., Fulbright Tower,
1301 McKinney, Suite 5100, Houston, Texas, 77010-3095, Attn: Charles D. Powell and if notice is given to the Purchasers, a copy
shall also be given to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts, Attn:
Lewis Geffen. In the case of Rawoz, a copy of the notice shall also be sent to Mr. K S Cheema, Executive Director (Legal &
Projects), Omar Zawawi Establishment LLC at Post Box 879, Postal Code 100, Muscat, Oman, e-mail k.s.cheema@omzest.com / Fax No.
00968-24738454.


 


6.7         No
Finder’s Fees. Except as set forth in the Disclosure Letter, each party represents that it neither is nor will be obligated
for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless
the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising
out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser
or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser
from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this
transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any
of its officers, employees or representatives is responsible.


 


6.8         Fees
and Expenses. At the Closing, the Company shall pay (i) up to $35,000 in reasonable costs and out-of-pocket expenses of Gentry-Glori
Energy Investment LLC and (ii) the reasonable fees and out-of-pocket expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., counsel for the Purchasers.


 




    	19



    	 



    

 


6.9         Attorney’s
Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the
Transaction Agreements, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.


 


6.10       Amendments
and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and
the holders of at least sixty-six and two thirds percent (66-2/3%) of the voting power of the Series C Preferred Stock. Any amendment
or waiver effected in accordance with this Section 6.10 shall be binding upon the Purchasers and each transferee of the Shares
(or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company.


 


6.11       Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


6.12       Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or
of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions
or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


6.13       Entire
Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute
the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.


 


6.14       Dispute
Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided
in this Agreement, or (ii) for any such controversies or claims arising out of either party’s intellectual property rights
for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed
upon by the parties, and if no agreement can be reached within thirty (30) days, then by one arbitrator having reasonable experience
in corporate finance transactions of the type provided for in this Agreement and who is chosen by the American Arbitration Association
(the “AAA”). The arbitration shall take place in the city in Houston, Texas (unless otherwise agreed to in writing
by the parties to the arbitration), in accordance with the AAA rules then in effect, and judgment upon any award rendered in such
arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior
to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating
to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may
be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code
of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such
arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.
The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any
other relief to which such party may be entitled.


 




    	20



    	 



    

 


6.15       Indemnification.


 


(a)          In
consideration of each Purchaser’s execution and delivery of this Agreement and fulfillment of its, his or her obligations
hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect,
indemnify and hold harmless each Purchaser and each Purchaser’s affiliates, officers, directors, employees and agents (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses (including, without limitation, costs of suit and reasonable attorneys’ fees and expenses) in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) (the “Indemnified
Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to any breach
of any representation, warranty, covenant or agreement made by the Company herein. Notwithstanding the foregoing, the Company shall
have no obligation to defend, protect, indemnify and hold harmless under this Section 6.15(a) the Indemnitees with respect
to Indemnified Liabilities to the extent resulting from or arising out of the negligence or willful misconduct of any Indemnitee.
Subject to Section 6.15(b), the Company shall reimburse the Indemnitees for the Indemnified Liabilities as such Indemnified
Liabilities are incurred. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.


 


(b)          In
connection with the obligation of the Company to indemnify for expenses as set forth in Section 6.15(a) above, the Company
shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnitee for all such Indemnified
Liabilities as they are incurred by such Indemnitee; provided, however, that if such Indemnified Liabilities are incurred pursuant
to a cause of action initiated by an Indemnitee against the Company, between the Company and such Indemnitee, such Indemnified
Liabilities shall be reimbursed by the Company upon the final determination by a court of competent jurisdiction that the Company
has breached a representation, warranty, covenant or agreement made by the Company herein.


 


(c)          The
obligations of the Company in respect of a claim for indemnification or any other claim related to this Agreement shall not include
any consequential or punitive damages. Notwithstanding anything to the contrary contained in this Agreement, the Company’s
total liability to any Indemnitee under this Section 6.15 or otherwise out of any transaction contemplated herein shall not exceed
the amounts actually paid to the Company by such Indemnitee for Shares pursuant to this Agreement.


 




    	21



    	 



    

 


6.16       No
Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking,
commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than
the purchase of the Shares as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges
and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of
this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing
or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation,
commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written
agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and
stating that the parties intend for such writing to be a binding obligation or agreement. Each Purchaser shall have the right,
in it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company,
and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.


 


[Signature Page Follows]


 




    	22



    	 



    

 


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


 


	 	GLORI ENERGY INC.
	 	 
	 	By:	/s/ Stuart Page
	 	 	Stuart Page, President and Chief Executive

 Officer


 


	 	Address:	4315 South Drive
	 	 	Houston, TX 77053


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


	 	GENTRY-GLORI ENERGY INVESTMENT LLC
	 	 	 
	 	By:	/s/ Lara Aschebrook
	 	Name:	Lara Aschebrook
	 	Title:	Managing Member
	 	 	 
	 	Address:	205 N. Michigan Ave
	 	 	Suite 3770
	 	 	Chicago, 1L 60601


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


	 	OXFORD BIOSCIENCE PARTNERS V L.P.
	 	By: OBP Management V L.P.
	 	 	 
	 	By:	/s/ Matthew A. Gibbs
	 	 	Matthew A. Gibbs – General Partner
	 	 	 
	 	mRNA FUND V L.P.
	 	By: OBP Management V L.P.
	 	 
	 	By:	/s/ Matthew A. Gibbs
	 	 	Matthew A. Gibbs – General Partner


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


	 	MALAYSIAN LIFE SCIENCES CAPITAL

FUND LTD.
	 	 
	 	By:	Malaysian Life Science Capital Fund
	 	 	Management Company Ltd, its Manager
	 	 	 
	 	By:	/s/ Roger Earl Wyse
	 	 	Dr. Roger Earl Wyse, Co-Chairman


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


	 	KPCB HOLDINGS, INC., AS NOMINEE
	 	 
	 	By:	[illegible]
	 	 	 
	 	Name:	[illegible]
	 	 	 
	 	Title:	President


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


	 	ENERGY TECHNOLOGY VENTURES, LLC.
	 	 
	 	By:	/s/ Kevin Skillers
	 	 	 
	 	Name:	Kevin Skillers
	 	 	 
	 	Title:	Managing Director


 


[SIGNATURE PAGE TO GLORI ENERGY INC.


SERIES C PREFERRED STOCK PURCHASE AGREEMENT]


 




    	 



    	 



    

 


SCHEDULES AND EXHIBITS


 


	Exhibit A	-	Schedule of Purchasers
	 	 	 
	Exhibit B	-	Form of Amended and Restated Certificate of Incorporation


 




    	 



    	 



    

 


EXHIBIT A


 


SCHEDULE OF PURCHASERS


 


Initial Closing – December 30, 2011


 


	 	 	 	 	 	 	 	Aggregate	 	 	 	 
	 	 	 	 	 	 	 	Purchase Price	 	 	 	 
	 	 	 	 	 	 	 	for Initial	 	 	Total Initial	 
	Investor	 	Cash	 	 	Surrendered Debt	 	Closing	 	 	Closing Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oxford Bioscience Partners V L.P.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	222 Berkeley St, Suite 1960	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, MA 02116	 	$	1,466,939.34	 	 	N/A	 	$	1,466,939.34	 	 	 	535,184	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	mRNA Fund V L.P.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	222 Berkeley St, Suite 1960	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, MA 02116	 	$	33,059.20	 	 	N/A	 	$	33,059.20	 	 	 	12,061	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Malaysian Life Sciences Capital	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fund Ltd.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c/o Burrill & Company	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	One Embarcadero Center, Suite	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2700	 	$	1,999,998.06	 	 	N/A	 	$	1,999,998.06	 	 	 	729,660	 
	San Francisco, CA 94111	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Greg Young	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	KPCB Holdings, Inc. as nominee	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2750 Sand Hill Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Menlo Park, CA 94025	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention:	 	$	499,999.52	 	 	N/A	 	$	499,999.52	 	 	 	182,415	 
	Randy Komisar	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trae Vassallo	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	John Denniston	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




    	 



    	 



    

 


	Energy Technology Ventures, LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c/o GE Capital, Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Account Manager, Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	201 Merritt 7	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Norwalk, CT 06851	 	 	 	 	 	Principal1 =
                                         $1,500,000	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest2 =
                                         $70,027.40	 	 	 	 	 	 	 	 
	With a copy to:	 	 	N/A	 	 	 	 	$	1,570,027.40	 	 	 	572,793	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c/o GE Energy Financial Services	 	 	 	 	 	Total Amount3
                                         =	 	 	 	 	 	 	 	 
	Attn: Portfolio Manager, VC	 	 	 	 		$ 1,570,027.40	 	 	 	 	 	 	 	 
	800 Long Ridge Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stanford, CT 06927	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gentry-Glori Energy Investment	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	c/o Gentry Financial Partners	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	205 N. Michigan Ave., Suite 3770	 	$	2,313,207.54	 	 	N/A	 	$	2,313,207.54	 	 	 	843,928	 
	Chicago, IL 60601	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Thomas B. Raterman	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total:	 	$	6,313,203.66	 	$	1,570,027.40	 	$	7,883,231.06	 	 	 	2,876,041	 



 





 



1 Principal
amount of Bridge Note.


2 Amount
of accrued but unpaid interest through Initial Closing.


3 Total
of Principal and accrued interest surrendered in exchange for Series C Preferred Stock.


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION