exv4w3






Exhibit 4.3




FIRST AMENDMENT TO THE THIRD AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT




     THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this
“First Amendment”) dated as of January 19, 2012 is by and among Glori Energy Inc. (f/k/a
Glori Oil Limited), a Delaware corporation (the “Company”), and certain holders of
the Company’s capital stock.



     WHEREAS, the Company and certain investors in the Company are parties to that certain Third
Amended and Restated Investors’ Rights Agreement, dated as of December 30, 2011 (the
“Agreement”); and



     WHEREAS, in connection with the issuance and sale by the Company of Series C Preferred Stock,
par value $0.0001 per share (the “Series C Preferred Stock”) pursuant to the terms and
conditions of that certain Series C Preferred Stock Purchase Agreement, dated December 30, 2011, as
amended (the “Purchase Agreement”) at the Additional Closing (as defined in the Purchase
Agreement), the parties hereto desire to (i) amend the Agreement as set forth herein to reflect,
among other things, the addition of Additional Purchasers (as defined in the Purchase Agreement) as
Investors under the Agreement, and (ii) waive certain rights such parties may have with respect to
the issuance and sale by the Company of Series C Preferred Stock at the Additional Closing;



     NOW, THEREFORE, in consideration of the foregoing, the mutual agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE I.

DEFINITIONS





	 	A.	 	Defined Terms. Each capitalized
term used herein but not otherwise defined herein has the meaning
given such term in the Agreement, as amended by this First Amendment.





ARTICLE II.

AMENDMENT TO AGREEMENT





	 	A.	 	Amendment to Section 1 of the
Agreement.






	 	(i)	 	The definition of “Major Investor” in Section 1.17 of the Agreement is hereby
deleted in its entirety and replaced with the following:






     ”Major Investor” means (i) any Investor that, individually or together with
such Investor’s Affiliates, holds either (A) at least ten percent (10%) of the
issued and outstanding shares of the Series B Preferred Stock (as adjusted for any
stock split, stock dividend, combination, or other recapitalization or
reclassification effected after the date hereof) or (B) at least ten percent (10%)
of the issued and outstanding shares of the Series C Preferred Stock (as adjusted
for any stock split, stock dividend, combination, or other recapitalization or
reclassification effected after the date hereof), (ii) GTI Glori Oil Fund I L.P. so
long as it or any of its Affiliates hold at least 2% of the Company’s issued and
outstanding capital stock, (iii) ETV so long as it or any of its Affiliates hold at
least 1,000,000 shares of Common Stock (including shares of Common Stock issuable
upon
conversion of the Series B Preferred Stock) (subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or similar
recapitalization affecting such shares), (iv) to the extent that, and only to the
extent that, a Qualified IPO has not occurred within thirteen (13) months after the
date hereof, Gentry-Glori Energy Investment LLC (“Gentry”) so long as it or any of
its Affiliates hold at least $3,000,000 of capital stock of the Company or 1,000,000
shares of Common Stock (including shares of Common Stock issuable upon conversion of
the Series C Preferred Stock) (subject to appropriate adjustment in the



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     event of any
stock dividend, stock split, combination or similar recapitalization affecting such
            shares) and (v) to the extent that, and only to the extent that, a Qualified IPO has
not occurred within thirteen (13) months after the date hereof, Texas ACP II, L.P.
(“ACP”) so long as it or any of its Affiliates (including but not limited to Texas
ACP Venture Partners I, LLC) hold at least $3,000,000 of capital stock of the
Company or 1,000,000 shares of Common Stock (including shares of Common Stock
issuable upon conversion of the Series C Preferred Stock) (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or similar
recapitalization affecting such shares).”




	 	B.	 	Amendment to Section 3.3 of the
Agreement.






	 	(i)	 	Section 3.3 of the Agreement is hereby amended and restated in its entirety to
read as follows:






     “Section 3.3 Observer Rights. As long as (x) Rawoz own not less than
fifteen percent (15%) of the shares of the Series B Preferred Stock originally
purchased by it under that certain Series B Preferred Stock Purchase Agreement,
dated October 15, 2009, as amended (the “Series B Purchase Agreement”) (or
an equivalent amount of Common Stock issued upon conversion thereof) and/or (y) TERI
owns at least 83,787 shares of Common Stock (including shares of Common Stock
issuable upon conversion of the Series A Preferred Stock) and/or (z) ETV or any of
its Affiliates own at least 1,000,000 shares of Common Stock (including shares of
Common Stock issuable upon conversion of the Series B Preferred Stock) (subject to
appropriate adjustment in the event of any stock dividend, stock split, combination
or similar recapitalization affecting such shares), the Company shall invite (A) a
representative of Rawoz who shall initially be Rajiv Dhar, (B) the Director General
of TERI who shall initially be R.K. Pachauri and (C) a representative of ETV, who
shall initially be Kevin Skillem to attend all meetings of its Board of Directors in
a nonvoting observer capacity and, in this respect, shall give such representatives
copies of all notices, minutes, consents, and other materials that it provides to
its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in
confidence and trust and to act in a fiduciary manner with respect to all
information so provided; and provided further, that the Company reserves the
right to withhold any information and to exclude such representative from any
meeting or portion thereof if access to such information or attendance at such
meeting could adversely affect the attorney-client privilege between the Company and
its counsel or result in disclosure of trade secrets or a conflict of interest, or
if such Investor or its representative is a competitor of the Company. In the event
that a Qualified IPO has not occurred within thirteen (13) months after the date
hereof, Gentry and ACP shall each be entitled to designate one Board of Directors
observer (the “Gentry Observer” and the “ACP Observer,” respectively) acceptable to
the Company. Subject to (i) the Gentry Observer and ACP Observer each
signing a non-disclosure agreement with the Company in form and substance reasonably



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     satisfactory to the Company and (ii) the provisos contained in this Section 3.3
regarding board observers, the Gentry Observer and the ACP Observer shall each be
entitled to the same rights as other board observers described in this Section 3.3.”




	 	C.	 	Amendment to Section 5 of the
Agreement.






	 	(i)	 	The first sentence of Section 5.6 of the Agreement is hereby amended by
deleting the term “Purchase Agreement” and replacing it with “Series B Purchase
Agreement”






	 	D.	 	Amendment to Section 6 of the
Agreement.






	 	(i)	 	Section 6.6 of the Agreement is hereby amended by inserting the following text
at the end thereof:






     “Notwithstanding anything herein to the contrary, Sections 1.17 and
3.3 and this Article 6, as they are applicable to ACP, shall not be
amended, modified or terminated, and the observance of any term thereunder may not
be waived with respect to ACP, without ACP’s written consent.”




	 	E.	 	Amendment to Schedule A of the
Agreement.






	 	(i)	 	Schedule A of the Agreement is hereby amended by adding the following
text at the end thereof:




“Texas ACP II, L.P.

5000 Plaza on the Lake

Suite 195

Austin, Texas 78746

Attention: Damon Rawie



Texas ACP Venture Partners I, LLC

5000 Plaza on the Lake

Suite 195

Austin, Texas 78746

Attention: Damon Rawie.”




ARTICLE III.

EFFECTIVE TIME OF AMENDMENT; WAIVER OF RIGHT OF FIRST OFFER





	 	A.	 	Effective and contingent upon execution of
this First Amendment by (i) the Company, (ii) the holders of a
majority of the Registrable Securities then outstanding and (iii) the
holders of at least 66 2/3% of the outstanding shares of the Series B
Preferred Stock and Series C Preferred Stock, the Agreement is hereby
amended as set forth herein, and the parties hereto hereby agree to
be bound by the provisions hereof with respect to the matters set
forth herein. The parties hereto hereby further waive the Right of
First Offer, including the notice requirements, set forth in the
Agreement with respect to the issuance of shares of the Series C
Preferred Stock to any Investor at the
Additional Closing. In accordance with the terms of the
Agreement, if the conditions of Section 6.6 of the Agreement are
satisfied, this First Amendment, including the waiver contained
herein, is binding on all parties to the Agreement, whether or not
they execute this First Amendment.




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ARTICLE IV.

ADOPTION OF AGREEMENT





	 	A.	 	By execution of this First Amendment, each
Additional Purchaser (as defined in the Purchase Agreement)
acknowledges and agrees that it is acquiring certain shares of
capital stock of the Company as a new investor and that it shall be
considered as an “Investor” for all purposes of the Agreement. Each
Additional Purchaser hereby (i) further agrees that any shares of
capital stock of the Company held such Additional Investor shall be
bound by and subject to the terms of the Agreement and (ii) adopts
the Agreement with the same force and effect as if such Additional
Purchaser were originally a party thereto.





ARTICLE V.

MISCELLANEOUS





	 	A.	 	Confirmation. The provisions of
the Agreement, as amended by this First Amendment, shall remain in
full force and effect following the effectiveness of this First
Amendment.
	 
	 	B.	 	Ratification and Affirmation. The
Company and each party hereby acknowledges the terms of this First
Amendment and the Agreement.
	 
	 	C.	 	Counterparts. This First Amendment
may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single
contract. Delivery of this First Amendment by facsimile or other
electronic transmission shall be effective as delivery of a manually
executed counterpart hereof.
	 
	 	D.	 	No Oral Agreement. This First
Amendment represents the final agreement among the parties hereto and
may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties. There are no unwritten
oral agreements among the parties.
	 
	 	E.	 	Governing Law. This First
Amendment and any controversy arising out of or relating to this
First Amendment 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.
	 
	 	F.	 	Severability. Any provision of
this First Amendment held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any
other jurisdiction.
	 
	 	G.	 	Successors and Assigns. This First
Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.





[Signature Page Follows]








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



	 	 	 	 	 	 	 

	 	 	GLORI ENERGY INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Stuart Page	 	 
	 

	 	 	 	 	 	 
	 	 	Stuart Page, President and Chief Executive Officer	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement





 









 








	 	 	 	 	 	 	 

	 	 	THE ENERGY AND RESOURCES INSTITUTE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Dr. R. K. Pachauri	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Dr. R.K. Pachauri	 	 
	 	 	Title: Director General — TERI	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 








	 	 	 	 	 

	 	 	GTI GLORI OIL FUND I L.P.
	 	 	By: GTI Co-Investment L.P., its General Partner
	 	 	By: GTI Ventures LLC, its General Partner
	 	 	By: GTI Holdings LLC, its sole Member






	 	 	 	 	 	 	 


	


	 

	 	By:
	 	     /s/ Michael Schulhof
 

	 	 
	 	 	Michael Schulhof, Authorized Person	 	 
	








	 	 	 	 	 	 	 

	 	 	GTI VENTURES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Michael Schulhof	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael Schulhof	 	 
	 	 	Title: Authorized Person	 	 







Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 








	 	 	 	 	 	 	 

	 	 	KPCB HOLDINGS, INC., AS NOMINEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Eric Keller	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Eric Keller	 	 
	 	 	Title: President	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right 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 First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 












	 	 	 	 	 	 	 

	 	 	RAWOZ TECHNOLOGY COMPANY LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Waleed Zawawi 	 	 
	 

	 	Name:
	 	Waleed Zawawi

	 	 
	 

	 	Title:
	 	 

Director
	 	 











Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 








	 	 	 	 	 	 	 

	 	 	MALAYSIAN LIFE SCIENCES CAPITAL FUND LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Malaysian Life Sciences Capital Fund Management

Company Ltd, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Dr. Roger Earl Wyse
 

	 	 
	 	 	Dr. Roger Earl Wyse, Co-Chairman	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 








	 	 	 	 	 	 	 

	 	 	ENERGY TECHNOLOGY VENTURES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/
Patrick Goff
 

	 	 
	 	 	Name: Patrick Goff	 	 
	 	 	Title: Authorized
Signatory	 	 






	 	 	 

	 

	 	Address:
	 
	 	 
	 

	 	c/o GE Capital, Equity
	 

	 	Attn: Account Manager, Equity
	 

	 	201 Merritt 7
	 

	 	Norwalk, CT 06851
	 

	 	Fax: (203) 956-4005
	 
	 	 
	 

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

	 	c/o GE Energy Financial Services
	 

	 	Attn: Portfolio Manager, VC
	 

	 	800 Long Ridge Road
	 

	 	Stamford, CT 06927
	 

	 	Fax: (203) 585-0758






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement





 









 








	 	 	 	 	 	 	 

	 	 	Texas ACP II, L.P.

By: ADVTG GP II, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Damon Rawie
 

	 	 
	 	 	Name: Damon Rawie	 	 
	 	 	Title: President	 	 






	 	 	 	 	 	 	 

	 	 	Texas ACP Venture Partners I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Damon Rawie
 

	 	 
	 	 	Name: Damon Rawie	 	 
	 	 	Title: President	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement




 









 








	 	 	 	 	 	 	 

	 	 	GENTRY-GLORI ENERGY INVESTMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Larry Aschebrook
 

	 	 
	 	 	Name: Larry Aschebrook	 	 
	 	 	Title: Manager	 	 






Signature Page to First Amendment to Third Amended and Restated Investors’ Right Agreement