exv4w9






Exhibit 4.9




FIRST AMENDMENT TO SERIES C PREFERRED STOCK

PURCHASE AGREEMENT




     THIS FIRST AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE 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”), the purchasers party to the
Purchase Agreement referred to below (collectively, the “Original Purchasers”), and those
new purchasers listed on Schedule I attached hereto who did not participate in the Initial
Closing (the “Subsequent Closing Purchasers”, and together with the Original Purchasers,
the “Purchasers”).



     WHEREAS, the Company and the Original Purchasers are parties to that certain Series C
Preferred Stock Purchase Agreement, dated December 30, 2011 (the “Purchase Agreement”),
pursuant to which the Company issued and sold to the Original Purchasers at the Initial Closing
shares of the Company’s Series C Preferred Stock;



     WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to
purchase from the Company, shares of the Company’s Series C Preferred Stock in a subsequent closing
pursuant to the terms and conditions of the Purchase Agreement; and



     WHEREAS, in accordance with Section 6.10 of the Purchase Agreement, the Purchase Agreement may
be amended by the Company and Original Purchasers holding at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of the Series C Preferred Stock;



     WHEREAS, the undersigned Purchasers constitute Purchasers holding at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the Series C Preferred Stock;



     WHEREAS, the parties desire to amend the Purchase Agreement as set forth herein to reflect the
subsequent closing of the issuance and sale by the Company of shares of the Company’s Series C
Preferred Stock;



     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 Purchase Agreement, as amended by this First Amendment.





ARTICLE II.

AMENDMENTS TO PURCHASE AGREEMENT





	A.	 	Amendments to Section 1 of the Purchase Agreement. Section 1.2 of the Purchase
Agreement is hereby amended by deleting Section 1.2 in its entirety and replacing it with the
following:






	 	 	 	“Subsequent Closing. On or prior to January 19, 2012, the Company may sell,
on the terms and conditions contained in this Agreement, an aggregate of 4,420,566
additional shares of Series C Preferred Stock (the “Additional Initial Closing Shares”) to (i)




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	 	 	 	Gentry Glori Energy Investment LLC, (ii) Advantage Capital Partners and any
Affiliates, (iii) any holder of the Company’s Series B Preferred Stock or (iv) such
other purchasers to be determined by the Company (any purchaser pursuant to clause
(ii) and (iv) shall be deemed an “Additional Purchaser” for the purposes of the
Transaction Agreements). 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. As a
condition to the Additional Closing (as defined below), the Company, upon approval
from its Board of Directors and stockholders, shall file a Certificate of Amendment
to the Restated Certificate in the form of Exhibit C attached to this
Agreement.”






	B.	 	Amendment to Section 6 of the Purchase Agreement. Section 6 of the Purchase
Agreement is hereby amended by adding Section 6.17 as follows:






	 	 	 	“Section 6.17. Principal Business Operations. The Company will remain headquartered
in the State of Texas and maintain business operations in the State of Texas and
will not move its principal business operations from the State of Texas for a period
of 90 days after the date of the Additional Closing. The Company will immediately
refund in full the purchase price of Texas ACP II, L.P.’s investment hereunder and
costs of enforcement to Texas ACP II, L.P. upon breach of this Section 6.17.”






	C.	 	Amendments to Exhibits to Purchase Agreement.






(i) Exhibit A to the Purchase Agreement is hereby amended by adding at the end
thereof the table set forth on Schedule I hereto.




(ii) Exhibit C is hereby added to the Purchase Agreement in the form set forth on
Schedule II hereto.




	D.	 	Amendment to Schedules to Disclosure Letter of the Purchase Agreement. Schedule
2.2(d) is hereby amended by adding immediately at the end thereof the table set forth on
Schedule III hereto.





ARTICLE III.

MISCELLANEOUS





	A.	 	Confirmation. The provisions of the Purchase 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 Purchaser hereby (a) acknowledges
the terms of this First Amendment and (b) agrees that each Transaction Agreement to which it
is a party remains in full force and effect, except as expressly amended hereby.






	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




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	 	 	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 and the Transaction Agreements represent the
final agreement among the parties hereto and thereto 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 or thereof; 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








	 	 	 	 	 	 	 

	 

	 	Address:
	 	     4315 South Drive
	 	 
	 

	 	 	 	     Houston, TX 77053	 	 






Signature Page to First Amendment to Purchase Agreement





 









 








	 	 	 	 	 	 	 

	 	 	KPCB HOLDINGS, INC., AS NOMINEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s Eric Keller
 

	 	 
	 

	 	Name:
	 	Eric Keller	 	 
	 

	 	Title:
	 	President	 	 






Signature Page to First Amendment to Purchase Agreement




 









 








	 	 	 	 	 	 	 

	 	 	GENTRY-GLORI ENERGY INVESTMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/Larry Aschebrook
 

	 	 
	 

	 	Name:
	 	Larry Aschebrook	 	 
	 

	 	Title:
	 	Manager	 	 






Signature Page to First Amendment to 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 First Amendment to Purchase Agreement




 









 













	 	 	 	 	 	 	 

	 	 	RAWOZ TECHNOLOGY COMPANY LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Waleed Zawawi 	 	 
	 

	 	Name:
	 	Waleed Zawawi

	 	 
	 

	 	Title:
	 	 

Director
	 	 









Signature Page to First Amendment to Purchase 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 Purchase 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 Purchase Agreement





 









 








	 	 	 	 	 	 	 

	 	 	GTI VENTURES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Michael Schulhof
 

	 	 
	 

	 	Name:
	 	Michael Schulhof	 	 
	 

	 	Title:
	 	Authorized Person	 	 






Signature Page to First Amendment to Purchase 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 Purchase Agreement




 









 








SCHEDULE I




Additional Closing — January 19, 2012




	 	 	 	 	 
	 	 	Aggregate Purchase	 	 
	 	 	Price for Additional	 	Total Additional Closing
	Investor	 	Closing	 	Shares
	Oxford Bioscience Partners V L.P.

222 Berkeley St, Suite 1960

Boston, MA 02116
	 	$2,444,903.48	 	891,975
	 
	 	 	 	 
	mRNA Fund V L.P.

222 Berkeley St, Suite 1960

Boston, MA 02116
	 	$55,096.84	 	20,101
	 
	 	 	 	 
	Malaysian Life Sciences Capital
Fund Ltd.

c/o Burrill & Company

One Embarcadero Center, Suite
2700

San Francisco, CA 94111

Attn: Greg Young
	 	$999,999.03	 	364,830
	 
	 	 	 	 
	Rawoz Technology Company Ltd.

(RAWOZ)

c/o H&J Corporate Services Ltd.

Ocean Centre, Montagu Foreshore

East Bay Street

PO Box SS 19084

Nassau, Bahamas
	 	$2,999,999.83	 	1,094,491
	 
	 	 	 	 
	With a copy to:

Mr. K S Cheema

Omar Zawawi Establishment LLC

PO Box 879, PC 100

Muscat, Oman
	 	 	 	 
	 
	 	 	 	 
	Energy Technology Ventures, LLC

c/o GE Capital, Equity

Attn: Account Manager, Equity

201 Merritt 7

Norwalk, CT 06851
	 	$999,999.03	 	364,830
	 
	 	 	 	 
	With a copy to:
	 	 	 	 
	 
	 	 	 	 
	c/o GE Energy Financial Services

Attn: Portfolio Manager, VC

800 Long Ridge Road

Stanford, CT 06927
	 	 	 	 






 









 






	 	 	 	 	 
	 	 	Aggregate Purchase	 	 
	 	 	Price for Additional	 	Total Additional Closing
	Investor	 	Closing	 	Shares
	Gentry-Glori Energy Investment
LLC

c/o Gentry Financial Partners

205 N. Michigan Ave., Suite 3770

Chicago, IL 60601

Attn: Thomas B. Raterman
	 	$1,104,337.94	 	402,896
	 
	 	 	 	 
	Texas ACP II, L.P.

5000 Plaza on the Lake

Suite 195

Austin, Texas 78746

Attention: Damon Rawie
	 	$1,912,436.82	 	697,715
	 
	 	 	 	 
	Texas ACP Venture Partners I, LLC

5000 Plaza on the Lake

Suite 195

Austin, Texas 78746

Attention: Damon Rawie
	 	$1,499,998.55	 	547,245
	 
	 	 	 	 
	GTI Ventures, LLC

150 East 58th Street

24th Floor

New York, NY 10155
	 	$99,999.90	 	36,483
	 
	 	 	 	 
	Total:
	 	$12,116,771.41	 	4,420,566