Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2015

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PROPELL TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-53488	26-1856569
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1701 Commerce Street, 2nd Floor, Houston, Texas 77002
(Address of Principal Executive Office) (Zip Code)

(713) 227-0480

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 19, 2015, Propell Technologies Group, Inc. (the “Company”) entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Ervington Investment Limited, an entity organized under the laws of the Republic of Cyprus (“Ervington”), and closed the first tranche of a private placement offering under the Purchase Agreement, raising $5,000,000 in gross proceeds from the sale of 1,525,424 shares of its Series C Preferred Stock (“Series C Preferred”) at a purchase price of $3.277777778 per share. The Company has agreed to use the net proceeds of this offering for research and development, commercialization of new products, sales and marketing, repayment of debt, accounts payable and administrative expenses. The Purchase Agreement also provides, subject to the conditions set forth therein, for the sale by the Company to Ervington of an additional 2,974,576 shares of Series C Preferred for an additional gross proceeds to the Company of $9,750,000. The proceeds of the second closing are to be used for the acquisition, enhancement and maintenance of an oil field for deployment of the Company’s technology.

In connection with the Purchase Agreement, the Company also entered into an Investors’ Rights Agreement with Ervington the “Investors’ Rights Agreement”. The Investors’ Rights’ Agreement provides that the Holders (as defined in the Investors’ Rights Agreement) of a majority of the outstanding Registrable Securities (defined therein as the shares of common stock and Series A-1 Preferred Stock issued pursuant to the Secondary Stock Purchase Agreement (as defined below), the shares of Series C Preferred issued pursuant to the Purchase Agreement and any common stock issued as dividends thereon or in exchange for such) are entitled to demand registration rights under certain circumstances and piggyback registration rights. In addition, the Investors’ Rights Agreement provides that Ervington (or its assignee) has the right to designate a person to be appointed as the Chief Executive Officer of the Company, a board observer right if a representative of Ervington or its affiliate is not a member of the Board of Directors of the Company and certain consultation rights if a representative of Ervington or its affiliate is not a member of the Board of Directors of the Company so long as it holds a majority of the Registrable Securities and at least 36,000,000 shares of common stock of the Company on an “as converted” basis. Ervington and its affiliates also have a right of first refusal to acquire their pro rata share of any New Securities (as defined in the Investors’ Rights Agreement) which the Company proposes to issue and sell.

In connection with the Purchase Agreement, Ervington also entered into a stock purchase agreement (the “Secondary Purchase Agreement”) with certain stockholders of the Company (the “Selling Stockholders”), pursuant to which the Selling Stockholders sold to Ervington an aggregate of 7,624,990 shares of common stock of the Company and 2,437,500 shares of Series A-1 Convertible Preferred Stock of the Company (representing 24,375,000shares of common stock of the Company on an as converted basis) at a purchase price of $.001 per share. The Secondary Purchase Agreement also provides that the Selling Stockholders will sell to Ervington at the second closing or subsequent closings under the Purchase Agreement in the aggregate an additional 56,677,477 shares of common stock of the Company and 700,000 shares of Series A-1 Convertible Preferred Stock of the Company (representing 7,000,000 shares of common stock of the Company on an as converted basis).

The Company, the Selling Stockholders and Ervington have also entered into a Stockholders Agreement (the “Stockholders Agreement”) providing that until a Change of Control Transaction (as defined in the Stockholders Agreement), each person a party thereto shall vote all of such person’s shares of common stock of the Company in favor of the designees appointed by Ervington and two additional directors appointed by two of the Selling Stockholders and Ervington agreed to vote its shares in favor of the two designees appointed by the two Selling Stockholders provided that the certain Selling Stockholders continue to own a certain threshold number of shares of our common stock or preferred stock convertible into our common stock. In addition, the Selling Stockholders granted Ervington certain drag along rights in the event of a Change of Control Transaction (as defined in the Stockholders Agreement) and Ervington and its affiliates were granted certain rights of first refusal.

In addition, as a condition to the consummation of the Series C Preferred Stock Purchase Agreement, the Company filed a Certificate of Designations to its Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the rights, preferences and privileges of the Series C Preferred Stock (the “Certificate of Designations,” see Item 5.03) the Bylaws of the Company were amended and restated and Ivan Persiyanov entered into Indemnification Agreements with the Company.

The foregoing descriptions of the Certificate of Designations of the Series C Preferred, the Amended and Restated Bylaws, the Investors’ Rights Agreement, the Purchase Agreement, the Stockholders Agreement, the Indemnification Agreement, and the Secondary Purchase Agreement are qualified in their entirety by reference to the full text of the Certificate of Designations, the Amended and Restated Bylaws, the Investors’ Rights Agreement, the Purchase Agreement, the Stockholders Agreement the Indemnification Agreement, the Secondary Purchase Agreement copies of each of which are attached as Items 3.1, 3.2, 4.1, 10.1, 10.2, 10.3, and 99.1, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The shares of Series C Preferred and common stock sold in the transaction were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investor acknowledge it received restricted securities and the certificates evidencing such securities contain a legend stating the same.

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the terms of the Certificate of Designations, Ervington appointed Ivan Persiyanov to serve as a director of the Company, holding two board votes. In addition, James Fuller, Mark Kalow and Dan Steffens resigned from the Board of Directors effective upon the closing.

Mr. Persiyanov currently serves as an investment director at Millhouse LLC, responsible for originating and leading the execution of private equity and venture capital projects in robotics, oil service and other industries. From July 2008 until joining Millhouse in April 2014, Mr. Persiyanov served as an investment director of Rusnano OJSC, responsible for originating and leading the execution of private equity and venture capital projects in chemical, construction materials, alternative energy and other industries. Prior to joining Rusnano OJSC, Mr. Persiyanov served as a consultant to Ernst & Young, a manager at GE Money Bank and a senior analyst at Citibank. Mr. Persiyanov has a Master in Finance degree from the New Economic School and a mathematics degree from Moscow State University. Mr. Persiyanov currently serves as a director of Georezonans LLC, a methane degassing service company and served as a director of Optogan CJSC from June 2013 until June 2014, Beneq Oy from July 2013 until April 2014 and LED, Microsensor Nt LLC from July 2013 until April 2014.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On February 18, 2015, the Company filed the Certificate of Designations to its Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the rights, and privileges of the Series C Preferred Stock. In addition the Company also adopted Amended and Restated Bylaws. The following is a summary of material provisions of the Series C Preferred Stock as set forth in the Certificate of Designations.

Dividends

The Series C Preferred accrue dividends at the rate per annum equal to 4% of the stated price (which initially is $3.277777778) payable annually in arrears on December 31 of each year. The dividends are in preference and priority to any payment of any dividend on the Company’s common stock, or any other class of preferred stock. The holders of the Series C Preferred Stock are entitled to receive dividends ratably with the declaration or payment of dividends on the common stock on an as converted basis. Dividends are cumulative.

Conversion

Subject to adjustment, each share of Series C Preferred Stock is currently convertible at the option of the holder into 26.67 shares of Common Stock. Each share of Series C Preferred Stock is convertible into shares of common stock at the option of the holder at any time at a conversion price per share equal to the sum of the stated price divided by the conversion price, subject to adjustment as described below. The initial conversion price is equal to $0.12291667, the stated value.

Liquidation

In the event of a liquidation, dissolution or winding up of the Company and other liquidation events (as defined in the Certificate of Designations), holders of Series C Preferred Stock are entitled to receive from proceeds remaining after distribution to the Company’s creditors and prior to the distribution to holders of Common Stock or any other class of preferred stock the (x) Stated Value (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) held by such holder and (y) all accrued but unpaid dividends on such shares.

Anti-Dilution

The Series C Preferred Stock is entitled to certain weighted average anti-dilution protection as specified in the Certificate of Designations.

Voting

Except as otherwise required by law and except as set forth below, holders of Series C Preferred Stock will, on an as-converted basis, vote together with the Common Stock as a single class. Upon the issuance of at least 1,500,000 shares of Series C Preferred Stock the holders of the Series C Preferred Stock as a class are entitled to elect either two directors holding one vote or one director holding two votes. Upon the issuance of an aggregate of 4,500,000 shares of Series C Preferred Stock, the holders of the Series C Preferred Stock are entitled to elect either three directors holding one vote each, one director holding three votes or two directors, or one director holding two votes and another director holding one vote.

The approval by holders of a majority of the Series C Preferred Stock, voting separately as a class, will be required for the (i) merger, sale of substantially all of the assets of the Company or recapitalization, reorganization, liquidation, dissolution or winding up of the Company, (ii) redeemed or acquire shares of the Company’s common stock other than in limited circumstances, (iii) declare or pay a dividend or distribution with respect to the Company’s capital stock, (iv) make any loan or advance, (v) amend the Certificate of Incorporation or Bylaws (vi) authorize or create any new class or series of equity security, (vii) increase the number of authorized shares for issuance under any existing stock or option plan, (viii) materially change the nature of the business (ix) incur any indebtedness, (x) engage in or make investments not authorized by the Board of Directors, (xi) acquire or divest a material amount of assets (xii) sell, assign, license, pledge or encumber material technology or intellectual property of the Company, (xiii) enter into any corporate strategic relationship involving payment, contribution or assignment by the Company or to the Company of any assets.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit

3.1		Certificate of Designations for Series C Preferred Stock
3.2		Amended and Restated Bylaws
4.1		Investors’ Rights Agreement
10.1		Series C Preferred Stock Purchase Agreement
10.2		Stockholders Agreement
10.3		Indemnification Agreement
99.1		Secondary Stock Purchase Agreement
99.2		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PROPELL TECHNOLOGIES GROUP, INC.


	By:	/s/ John W. Huemoeller
	Name:	John W. Huemoeller
	Title:	Chief Executive Officer

Date: February 19, 2015

Exhibit 3.1

PROPELL TECHNOLOGIES GROUP, INC.

CERTIFICATE OF DESIGNATION

OF THE SERIES C PREFERRED STOCK

I, John Huemoeller, Chief Executive Officers of Propell Technologies Group, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, hereby make this Certificate of Designation under the corporate seal of the Corporation and hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions:

RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Company’s Certificate of Incorporation, the Board hereby authorizes the designation of four million five hundred thousand (4,500,000) shares of a new series of preferred stock entitled Series C Preferred Stock (the “Series C Preferred Stock”), which series shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

(a) “Affiliate” shall mean, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with such Person; provided, however, that the Lead Investor shall not be deemed an Affiliate of the Corporation.

(b) “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

(c) “Conversion Price” shall mean $0.12291667 per share for the Series C Preferred Stock (subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(d) “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of shares of the Corporation by the Corporation for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchase of capital stock of the Corporation in connection with the settlement of disputes with any stockholder, and (iv) any other repurchase or redemption of capital stock of the Corporation approved by the holders of a majority of the outstanding shares of Series C Preferred Stock.

(e) “Lead Investor” shall mean Ervington Investments Limited.

(f) “Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by the Corporation and the holders of a majority of the outstanding Preferred Stock (voting together as a single class). If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by a nationally recognized independent appraiser experienced in valuing securities jointly selected by the Corporation and the holders of a majority of the outstanding Preferred Stock (voting together as a single class). The determination of such appraiser shall be final and binding upon the parties, and the Corporation shall pay the fees and expenses of such appraiser.

(g) “Person” shall mean any individual, corporation, company, partnership (limited or general), limited liability company, joint venture, association, estate, trust, unincorporated organization, or other entity.

(h) “Recapitalization” shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

(i) The “Stated Price” applicable to Series C Preferred Stock shall mean $3.27777778 per share for each share of Series C Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like after the date hereof).

2. Dividend Provisions.

(a) Series C Preferred Stock. The holders of the Series C Preferred Stock shall be entitled to receive out of any assets legally available therefor cumulative dividends at the rate of four percent (4%) per annum of the Stated Price, accrued daily and payable annually in arrears on December 31^st of each year (the “Dividend Date”). Dividends shall be payable to the record holders of the Series C Preferred Stock as of December 15^th of each year that the Series C Preferred Stock is issued and outstanding. Such dividends shall accrue on any given share from the day of original issuance of such share and shall accrue from day to day whether or not earned or declared. If any Dividend Date is not a business day, such Dividend Date shall be the next succeeding business day. Such dividends shall be cumulative, whether or not declared by the Board of Directors, and shall compound annually. No Distribution shall be made with respect to the Common Stock, the Series A-1 Convertible Preferred Stock or the Series B Convertible Preferred Stock until all declared or accrued but unpaid dividends on the Series C Preferred Stock have been paid or set aside for payment to the holders of the Series C Preferred Stock.

(b) Dividends on Common Stock. The holders of the Series C Preferred Stock shall be entitled to receive dividends on the Series C Preferred Stock (other than dividends on Common Stock payable solely in Common Stock) out of any assets legally available therefore, ratably with any declaration or payment of any dividend to holders of the Common Stock of the Corporation, when, as and if declared by the Board of Directors, in an amount per share equal to that which the holders would have been entitled to receive had they converted all of their shares of Series C Preferred Stock into Common Stock immediately prior to the payment of such dividends.

(c) Non-Cash Distributions. Whenever a Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors, including the affirmative vote or written consent of the Series C Directors (as defined below).

3. Liquidation.

(a) Series C Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of Series C Preferred Stock shall be entitled to receive, out of any assets legally available therefor, prior and in preference to any distribution of any of the assets of the Corporation and its subsidiaries (the “Assets”) to the holders of Series B Convertible Preferred Stock, Series A-1 Convertible Preferred Stock or Common Stock, by reason of their ownership thereof, an amount per share equal to the sum of (i) the Stated Price for the Series C Preferred Stock, (ii) any accrued but unpaid dividends on such share pursuant to Section 2(a), and (iii) any other declared but unpaid dividends on such share pursuant to Section 2(b) (the “Series C Preference Amount”). If, upon the liquidation, dissolution or winding up of the Corporation, the Assets thus distributed among the holders of the Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then all Assets legally available for distribution hereunder shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this section. The Corporation shall not have the power to effect a liquidation, dissolution or winding up unless the agreement or governing document for such liquidation, dissolution or winding up provides that the consideration payable to the holders of capital stock of the Corporation shall be allocated among such holders in accordance with this Section 3(a).

(b) Remaining Assets. After the payment to the holders of Preferred Stock of the full preferential amounts specified for each series, any remaining Assets legally available for distribution to the holders of Common Stock shall be distributed among all holders of the Series C Preferred Stock, the Common Stock and any other class or series of stock entitled participate in such distribution, pro rata based on the number of shares held by them if all shares of Series C Preferred Stock were converted to Common Stock at the then-effective Conversion Rate. Notwithstanding the foregoing, the aggregate distributions made pursuant to Section 3(a) and this Section 3(b) with respect to any share of Series C Preferred Stock shall not exceed an amount equal to four times the Series C Preference Amount. Shares of Series C Preferred Stock shall not be entitled to be converted into shares of Common Stock in order to participate in any distribution, or series of distributions, as shares of Common Stock without first forgoing participation in the distribution, or series of distributions, as shares of Series C Preferred Stock.

(c) Reorganization. For purposes of this Section 3, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions to which the Corporation is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction retain, immediately after such transaction or series of transactions, as a result of shares in the Corporation held by such holders prior to such transaction, at least a majority of the total voting power represented by the outstanding voting securities of the Corporation or such other surviving or resulting entity (or if the Corporation or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); (ii) a sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Corporation; or (iii) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The treatment of any transaction or series of related transactions as a liquidation, dissolution or winding up pursuant to clause (i) or (ii) of the preceding sentence may be waived by the consent or vote of the holders of a majority of the outstanding shares of Series C Preferred Stock.

(d) Value of Non-Cash Assets. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the fair market value of any non-cash Assets, as mutually determined in good faith by the Board of Directors and the holders of a majority of the outstanding shares of Series C Preferred Stock shall be the value of such non-cash Assets for purposes of this Certificate of Designation, except that any publicly-traded securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:

(i) if the securities are then traded on a national securities exchange, then the value of the securities shall be deemed to be the average of the closing prices of the securities on such exchange over the ten (10) trading day period ending five (5) trading days prior to the Distribution;

(ii) if the securities are actively traded over-the-counter, then the value of the securities shall be deemed to be the average of the closing bid prices of the securities over the ten (10) trading day period ending five (5) trading days prior to the Distribution.

(e) Noncompliance. In the event the requirements of this Section 3 are not complied with (or otherwise properly waived), the Corporation shall forthwith either: (i) cause the closing or consummation of such liquidation, dissolution or winding up to be postponed until the requirements of this Section 3 have been complied with (or otherwise properly waived), or (ii) cancel such liquidation, dissolution or winding up, in which event the rights, preferences, privileges and restrictions of the holders of Series C Preferred Stock shall revert to and be the same as such rights, preferences, privileges and restrictions existed immediately prior to such liquidation, dissolution or winding up.

(f) Notice of Liquidation Event. The Corporation shall give each holder of record of Series C Preferred Stock written notice of any impending liquidation, dissolution or winding up not later than twenty (20) days prior to the stockholders’ meeting or vote called to approve such liquidation, dissolution or winding up, or twenty (20) days prior to the closing or consummation of such liquidation, dissolution or winding up, whichever is earlier, and shall also notify such holders in writing of the final approval of such liquidation, dissolution or winding up. The first of such notices shall describe the material terms and conditions of the impending liquidation, dissolution or winding up and the provisions of this Section 3, and the Corporation shall thereafter give such holders prompt written notice of any material changes. Unless such notice requirements are waived (pursuant to the following sentence), the liquidation, dissolution or winding up shall not take place sooner than twenty (20) days after the Corporation has given the last notice provided for herein or sooner than twenty (20) days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Certificate of Designation, all notice periods or requirements in this Certificate of Designation may be shortened or waived by or on behalf of the holders of Series C Preferred Stock, either before or after the action for which notice is required, upon the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series C Preferred Stock.

(g) Allocation of Escrow and Contingent Consideration. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow or subject to any contingencies, the agreement, plan of merger or consolidation, or other principal document for such liquidation, dissolution or winding up shall provide that (i) the portion of such consideration that is not placed into escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with this Certificate of Designation as if the Initial Consideration were the only consideration payable to the stockholders of the Corporation in connection with such liquidation, dissolution or winding up and (ii) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with this Certificate of Designation after taking into account the previous payment of the Initial Consideration.

(h) Resolution of Conflicts. Any conflicts between the terms of this Certificate of Designation for the Series C Preferred Stock, on the one hand, and the Corporation’s certificate of incorporation (including the certificate of designations, preferences and rights of the Series A-1 Convertible Preferred Stock and certificate of designations, rights and preferences of the Series B Convertible Preferred Stock), on the other hand, including the terms of this Section 3, shall be resolved in favor of this Certificate of Designation for the Series C Preferred Stock.

4. Conversion of Series C Preferred Stock. The holders of the Series C Preferred Stock shall have conversion rights as follows:

(a) Right to Convert. Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock. The Series C Preferred Stock will be convertible into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Stated Price by the Conversion Price. The number of shares of Common Stock into which each share of Series C Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate” for the Series C Preferred Stock. Upon any decrease or increase in the Conversion Price for the Series C Preferred Stock, as described in this Section 4, the Conversion Rate for such series shall be appropriately increased or decreased. The Conversion Price for the Series C Preferred Stock shall be $0.12291667 per share and shall be subject to adjustment as provided below.

(b) Mechanics of Conversion. Before any holder of Series C Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, the holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such shares of Series C Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series C Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series C Preferred Stock to be converted, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Series C Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the Persons entitled to receive the Common Stock upon conversion of such Series C Preferred Stock shall not be deemed to have converted such Series C Preferred Stock until immediately prior to the closing of such sale of securities.

(c) Conversion Price Adjustments of Series C Preferred Stock. The Conversion Price of the Series C Preferred Stock shall be subject to adjustment from time to time after the date hereof as follows:

(i) (A) If the Corporation shall issue, on or after the date upon which this Certificate of Designation is accepted for filing by the Secretary of State of the State of Delaware (the “Filing Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price of the Series C Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price (calculated to the nearest one-hundredth of a cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of such Additional Stock. For purposes of this Section 4(c)(i)(A), the term “Common Stock Outstanding” shall mean and include, without duplication, the following: (1) outstanding shares of Common Stock, (2) shares of Common Stock issuable upon conversion of outstanding shares of any series of preferred stock of the Corporation, and (3) shares of Common Stock issuable upon exercise of outstanding stock options, warrants or other convertible securities. Shares described in (1) through (3) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable. In the event that the Corporation issues or sells, or is deemed to have issued or sold, shares of Additional Stock that results in an adjustment to the Conversion Price pursuant to the provisions of this Section 4(c) (the “First Dilutive Issuance”), and the Corporation then issues or sells, or is deemed to have issued or sold, shares of Additional Stock in a subsequent issuance other than the First Dilutive Issuance that would result in further adjustment to the Conversion Price (a “Subsequent Dilutive Issuance”) pursuant to the same instruments as the First Dilutive Issuance, then and in each such case upon a Subsequent Dilutive Issuance the Conversion Price for the Series C Preferred Stock shall be reduced to the Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(B) No adjustment of the Conversion Price for the Series C Preferred Stock shall be made in an amount less than one-hundredth of a cent per share. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection 4(c)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(C) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors, including the affirmative vote or written consent of the Series C Directors (as defined below), irrespective of any accounting treatment, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Market Price thereof as of the date of receipt.

(E) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4(c)(i)(C) and 4(c)(i)(D)), if any, received by the Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange for (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments), any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4(c)(i)(C) and 4(c)(i)(D)).

(3) In the event of any change in the rate at which options or other securities convertible into or exchangeable for Common Stock are exercisable for, convertible into or exchangeable for shares of Common Stock or in the consideration payable to the Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Conversion Price of the Series C Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Series C Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(c)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(c)(i)(E)(3) or (4).

(6) In the event any options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, are issued after the Filing Date in connection with the issuance or sale of other securities of the Corporation, together comprising one integrated transaction in which no specific consideration is allocated to any such securities by the parties thereto, each such option, rights or securities shall be deemed to have been issued for an amount equal to the exercise price of such option, right or security.

(7) If any event occurs of the type contemplated by the provisions of this Section 4(c)(i)(E) but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Board of Directors shall make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of the Series C Preferred Stock.

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(c)(i)(E)) by the Corporation on or after the Filing Date, other than the following:

(A) Common Stock issued pursuant to adjustments described in subsection 4(c)(iii) hereof;

(B) Common Stock issued to employees, directors, consultants and other Service Providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Board of Directors, including the affirmative vote or written consent of the Series C Directors;

(C) Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

(D) Common Stock issued on conversion of Series C Preferred Stock;

(E) Common Stock issued or deemed issued pursuant to subsection 4(c)(i)(E) as a result of a decrease in the Conversion Price of the Series C Preferred Stock resulting from the operation of Section 4(c); and

(F) Shares of Common Stock deemed not to be “Additional Stock” for purposes of this Section 4(c) by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series C Preferred Stock.

(iii) In the event the Corporation should at any time or from time to time after the Filing Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the applicable Conversion Price of the Series C Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents (for purposes of calculating such increase, with the number of shares issuable with respect to Common Stock Equivalents determined in the manner provided for deemed issuances in subsection 4(c)(i)(E)).

(iv) If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the applicable Conversion Price for the Series C Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(v) In the event the Corporation shall declare a distribution payable in securities of other Persons, evidences of indebtedness issued by the Corporation or other Persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(c)(iii), then, in each such case for the purpose of this subsection 4(c)(v), the holders of Series C Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Series C Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(vi) If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4(c) or in Section 3) provision shall be made so that the holders of the Series C Preferred Stock shall thereafter be entitled to receive upon conversion of the Series C Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled in connection with such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c) with respect to the rights of the holders of the Series C Preferred Stock after the recapitalization to the end that the provisions of this Section 4(c) (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Series C Preferred Stock) shall be applicable after that event as nearly equivalently as possible.

(d) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of Series C Preferred Stock, and the aggregate number of shares of Common Stock to be issued to particular stockholders shall be rounded down to the nearest whole share, and the Corporation shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Series C Preferred Stock pursuant to this Section 4, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series C Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series C Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for the Series C Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of a share of Series C Preferred Stock.

(e) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, the Corporation shall mail to each holder of Series C Preferred Stock, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution, and the amount and character of such dividend or distribution.

(f) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series C Preferred Stock into Common Stock, at the then applicable Conversion Rate; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series C Preferred Stock, then, in addition to such other remedies as shall be available to the holders of the Series C Preferred Stock, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, obtaining the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation of the Corporation or any Certificate of Designation filed pursuant thereto.

(g) Waiver of Adjustment to Conversion Price. Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price of the Series C Preferred Stock may be waived, either prospectively or retroactively and either generally or in a particular instance, by the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series C Preferred Stock. Any such waiver shall bind all future holders of shares of Series C Preferred Stock

5. Voting Rights.

(a) Restricted Class Voting. Except as otherwise expressly provided herein or as required by law, the holders of Series C Preferred Stock (on an as-converted basis) and the holders of Common Stock shall vote together and not as separate classes. Each holder of Series C Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series C Preferred Stock held by such holder could be converted as of the record date. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series C Preferred Stock held by each holder could be converted) shall be disregarded. Except as otherwise required by law or as otherwise provided herein, the holders of Series C Preferred Stock shall be entitled to vote on all matters on which the holder of Common Stock shall be entitled to vote or act by written consent. Holders of Series C Preferred Stock shall be entitled to notice of any stockholders’ meeting as provided in accordance with the By-laws of the Corporation.

(b) Series C Directors. Holders of Series C Preferred Stock, voting as a class, shall be entitled to elect directors (each, a “Series C Director”) as set forth in this Section. Upon the issuance of at least one million five hundred thousand (1,500,000) shares of Series C Preferred Stock, the holders of the Series C Preferred Stock shall be entitled to elect either: (x) two directors holding one vote each, or (y) one director holding two votes. Upon the issuance of four million five hundred thousand (4,500,000) shares in aggregate of Series C Preferred Stock, the holders of the Series C Preferred Stock shall be entitled to elect either: (x) three directors holding one vote each, (y) one director holding three votes, or (z) two directors, of which one director holds one vote and the other director holds two votes. Holders of Series C Preferred Stock, voting as a class, may from time to time change the number of Series C Directors holding office or adjust the allocation of such Series C Directors’ voting rights, provided such changes or adjustments are not inconsistent with this Section 5(b). In accordance with Section 141(d) of the Delaware General Corporation Law, in the event any Series C Director holds more than one vote individually, all references herein to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

(c) Removal. Any Series C Director may be removed with or without cause by, and only by, the affirmative vote or written consent of the holders of the Series C Preferred Stock given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. At any meeting held for the purpose of electing a Series C Director, the presence in person or by proxy of the holders of a majority of the outstanding shares of Series C Preferred Stock shall constitute a quorum for the purpose of electing such director.

(d) Board Vacancies. Any vacancies created by the removal or resignation of a Series C Director, may be filled by a majority of the Series C Directors then in office, though less than a quorum, or by a sole remaining Series C Director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that the holders of the Series C Preferred Stock may override the action of the Series C Directors to fill such vacancy by voting for their own designee to fill such vacancy at a meeting of the holders of the Series C Preferred Stock or by written consent if the consenting stockholders hold a sufficient number of shares of Series C Preferred Stock to elect their designee at a meeting of the stockholders.

6. Redemption. The Series C Preferred Stock are non-redeemable.

7. Protective Provisions.

(a) Supermajority of the Series C Preferred. So long as any Series C Preferred Stock remains outstanding, the Corporation shall not (by amendment, merger, consolidation or otherwise), either directly or indirectly (including through a subsidiary), do any of the following without first obtaining the approval (by affirmative vote or written consent, as provided by law) of the holders of at least a majority of the outstanding shares of Series C Preferred Stock (and any such actions taken without such approval shall be null and void):

(i) consent, agree or commit to or effect any: (i) merger, (ii) sale of all or substantially all of the assets or intellectual property of the Corporation or any of its subsidiaries, or (iii) recapitalization, reorganization, liquidation, dissolution or winding up of the Corporation;

(ii) redeem, purchase or otherwise acquire any shares of the Corporation’s capital stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other Persons performing services for the Corporation or any subsidiary pursuant to agreements existing as of the date hereof or approved by the Board of Directors, including the affirmative vote or written consent of the Series C Directors, after the date hereof under which the Corporation has the option to repurchase such shares at no greater than cost upon the occurrence of certain events, such as the termination of employment in accordance with such agreements;

(iii) declare or pay a dividend or other distribution with respect to any shares of the Corporation’s capital stock other than dividends payable in Common Stock;

(iv) make any loan or advance to any Person, including, without limitation, any employee or director of the Corporation or any of its subsidiaries; provided, however, that this restriction shall not apply to advances made in the ordinary course of business or in connection with the exercise of employee stock options under terms approved by the Board of Directors, including the affirmative vote or written consent of the Series C Directors;

(v) amend the Certificate of Incorporation or the By-laws of the Corporation or governing documents of its subsidiaries, including any change in the authorized number of shares of any series or class of capital stock of the Corporation, or any change to the authorized number of directors of the Corporation;

(vi) authorize or create (by reclassification, merger or otherwise) any new class or series of equity security (including any security convertible into or exercisable for any equity security);

(vii) increase the number of shares authorized for issuance under any existing stock or option plan or create any new stock or option plan;

(viii) materially change the nature of the business that the Corporation is engaged in;

(ix) incur any indebtedness, other than trade credit incurred in the ordinary course of business, or encumber or grant a security interest the assets of the Corporation in connection with an indebtedness of the Corporation;

(x) engage in or make any investments not authorized by the Board of Directors or otherwise permitted under an investment policy approved by the Board of Directors, including the affirmative vote or written consent of the Series C Directors;

(xi) acquire or divest a material amount of assets;

(xii) sell, assign, license, pledge or encumber material technology or intellectual property of the Corporation, other than by way of non-exclusive licenses granted in the ordinary course of business; or

(xiii) enter into any corporate strategic relationship involving payment, contribution or assignment by the Corporation or to the Corporation of any assets.

8. Status of Converted Stock. In the event any shares of Series C Preferred Stock shall be converted pursuant to Section 4, the shares so converted shall be cancelled and shall not thereafter be reissued, sold or transferred. This Certificate of Designation shall be appropriately amended to effect the corresponding reduction in the Corporation’s authorized capital stock.

***

The undersigned declares under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of his own knowledge.

The undersigned has executed this certificate on February 17, 2015.

		/s/ John Huemoeller
	Name:	John Huemoeller
	Title:	President and Chief Executive Officer

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

PROPELL TECHNOLOGIES GROUP, INC.

TABLE OF CONTENTS

		*Page*

ARTICLE I - CORPORATE OFFICES		1

1.1	REGISTERED OFFICE	1
1.2	OTHER OFFICES	1

ARTICLE II - MEETINGS OF STOCKHOLDERS		1

2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETING	1
2.3	SPECIAL MEETING	1
2.4	NOTICE OF STOCKHOLDERS’ MEETINGS	2
2.5	QUORUM	2
2.6	ADJOURNED MEETING; NOTICE	2
2.7	CONDUCT OF BUSINESS	3
2.8	VOTING	3
2.9	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	3
2.10	RECORD DATES	4
2.11	PROXIES	5
2.12	LIST OF STOCKHOLDERS ENTITLED TO VOTE	5
2.13	INSPECTORS OF ELECTION	6

ARTICLE III - DIRECTORS		6

3.1	POWERS	6
3.2	NUMBER OF DIRECTORS	7
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	7
3.4	RESIGNATION AND VACANCIES	7
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	8
3.6	REGULAR MEETINGS	8
3.7	SPECIAL MEETINGS; NOTICE	8
3.8	QUORUM; VOTING	9
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	9
3.10	FEES AND COMPENSATION OF DIRECTORS	9
3.11	REMOVAL OF DIRECTORS	9

ARTICLE IV - COMMITTEES		10

4.1	COMMITTEES OF DIRECTORS	10
4.2	COMMITTEE MINUTES	10
4.3	MEETINGS AND ACTION OF COMMITTEES	10
4.4	SUBCOMMITTEES	11

-i-

TABLE OF CONTENTS
(continued)

		Page

ARTICLE V - OFFICERS		11

5.1	OFFICERS	11
5.2	APPOINTMENT OF OFFICERS	11
5.3	SUBORDINATE OFFICERS	11
5.4	REMOVAL AND RESIGNATION OF OFFICERS	11
5.5	VACANCIES IN OFFICES	12
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	12
5.7	AUTHORITY AND DUTIES OF OFFICERS	12

ARTICLE VI - STOCK		12

6.1	STOCK CERTIFICATES; PARTLY PAID SHARES	12
6.2	SPECIAL DESIGNATION ON CERTIFICATES	13
6.3	LOST CERTIFICATES	13
6.4	DIVIDENDS	13
6.5	TRANSFER OF STOCK	14
6.6	STOCK TRANSFER AGREEMENTS	14
6.7	REGISTERED STOCKHOLDERS	14

ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER		14

7.1	NOTICE OF STOCKHOLDERS’ MEETINGS	14
7.2	NOTICE BY ELECTRONIC TRANSMISSION	15
7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS	15
7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL	16
7.5	WAIVER OF NOTICE	16

ARTICLE VIII - INDEMNIFICATION		16

8.1	Indemnification of Directors and Officers in Third Party Proceedings	16
8.2	Indemnification of Directors and Officers in Actions by or in the Right of the CORPORATION	17
8.3	Successful Defense	17
8.4	Indemnification of Others	17
8.5	Advanced Payment of Expenses	17
8.6	Limitation on Indemnification	18
8.7	Determination; Claim	18
8.8	Non-Exclusivity of Rights	19
8.9	Insurance	19
8.10	Survival	19
8.11	Effect of Repeal or Modification	19
8.12	Certain Definitions	19

ARTICLE IX - GENERAL MATTERS		20

9.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	20
9.2	FISCAL YEAR	20
9.3	SEAL	20
9.4	CONSTRUCTION; DEFINITIONS	20

ARTICLE X - AMENDMENTS		20

-ii-

AMENDED AND RESTATED BYLAWS OF PROPELL TECHNOLOGIES GROUP, INC.

ARTICLE I - CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of Propell Technologies Group, Inc. shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time.

1.2 OTHER OFFICES

The corporation’s board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2 ANNUAL MEETING

If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the board of directors from time to time. At the annual meeting, directors shall be elected and any other proper business may be transacted. The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the board of directors.

2.3 SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the board of directors, chairperson of the board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i)

be in writing;

(ii)

specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii)

be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4 NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation (all references to which herein shall be deemed to include any and all certificates of designation) or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.5 QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series, or classes or series, is required, a majority of the outstanding shares of such class or series, or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.6 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.10 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.7 CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

2.8 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series, or classes or series, is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series, or classes or series, present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

Broker non-votes and abstentions will be considered for purposes of establishing a quorum but will not be considered as votes cast for or against a proposal or director nominee.

2.9 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by Section 228 of the DGCL to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made, and, for the purposes of this Section 2.9, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the board of directors shall have instructed the officers of the corporation to solicit the vote or written consent of the stockholders of the corporation, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the secretary, the president or the chief executive officer of the corporation or to a person designated by the secretary, the president or the chief executive officer. The secretary, the president or the chief executive officer of the corporation or a designee of the secretary, the president or the chief executive officer shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

2.10 RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.10 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.11 PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

2.12 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.13 INSPECTORS OF ELECTION

A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person.

Before any meeting of stockholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(i)

determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii)

receive votes, ballots or consents;

(iii)

hear and determine all challenges and questions in any way arising in connection with the right to vote;

(iv)

count and tabulate all votes or consents;

(v)

determine when the polls shall close;

(vi)

determine the result; and

(vii)

do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III - DIRECTORS

3.1 POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of the Series C Directors (as defined in the Certificate of Designation of the Series C Preferred Stock), plus two additional directors, each of whom shall be a natural person.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in the certificate of incorporation or Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i)

Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii)

Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

3.8 QUORUM; VOTING

At all meetings of the board of directors, the presence of directors holding a majority of the total number of votes held by all directors, including one or more Series C Directors holding at least two votes, shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

In accordance with Section 141(d) of the DGCL, in the event any Series C Director holds more than one vote individually, all references in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11 REMOVAL OF DIRECTORS

Except as provided in the certificate of incorporation, any director may be removed from office by the stockholders of the corporation only for cause.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV - COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 7.5 (waiver of notice); and

(vi) Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the board of directors; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee.

4.4 SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V - OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a chief executive officer, a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board of directors or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors, or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

ARTICLE VI - STOCK

6.1 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson of the board of directors or vice-chairperson of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a certificate in bearer form.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 LOST CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5 TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

6.6 STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7 REGISTERED STOCKHOLDERS

The corporation:

(i)

shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii)

shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii)

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER

7.1 NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i)

the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(ii)

such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)

if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii)

if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv)

if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII - INDEMNIFICATION

8.1 Indemnification of Directors and Officers in Third Party Proceedings

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2 Indemnification of Directors and Officers in Actions by or in the Right of the CORPORATION

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3 Successful Defense

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

8.4 Indemnification of Others

Subject to the other provisions of this Article VIII, the corporation shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

8.5 Advanced Payment of Expenses

Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

8.6 Limitation on Indemnification

Subject to the requirements in Section 8.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

(i)

for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii)

for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii)

for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv)

initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

(v)

if prohibited by applicable law.

8.7 Determination; Claim

If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

8.8 Non-Exclusivity of Rights

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

8.9 Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

8.10 Survival

The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.11 Effect of Repeal or Modification

A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

8.12 Certain Definitions

For purposes of this Article VIII, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VIII.

ARTICLE IX - GENERAL MATTERS

9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have the power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

9.2 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

9.3 SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

9.4 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE X - AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

Exhibit 4.1

EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, INC.

INVESTORS’ RIGHTS AGREEMENT

February 19, 2015

TABLE OF CONTENTS

		*Page*

Section 1 Definitions		1

1.1	Certain Definitions	1

Section 2 Registration Rights		3

2.1	Requested Registration	3
2.2	Company Registration	5
2.3	Registration on Form S-3	6
2.4	Expenses of Registration	7
2.5	Registration Procedures	7
2.6	Indemnification	9
2.7	Information by Holder	11
2.8	Restrictions on Transfer	11
2.9	Rule 144 Reporting	12
2.10	Delay of Registration	12
2.11	Limitations on Subsequent Registration Rights	12
2.12	Termination of Registration Rights	13

Section 3 Information and management rights		13

3.1	Right to Nominate	13
3.2	Examination Right	13
3.3	Board Observer Right	13
3.4	Consultation Right	13
3.5	Basic Financial Information and Inspection Rights	13
3.6	Confidentiality	14

Section 4 Additional Covenants		14

4.1	Right of First Refusal	14
4.2	Directors’ and Officers’ Insurance	15
4.3	Director Expenses	15
4.4	Employee Vesting	15
4.5	Real Property Holding Corporation	15

Section 5 Miscellaneous		15

5.1	Transfer or Assignment of Rights	15
5.2	Amendment	16
5.3	Notices	16
5.4	Successors and Assigns; Third Party Beneficiaries	16
5.5	Entire Agreement	16
5.6	Delays or Omissions	16
5.7	Severability	17
5.8	Titles and Subtitles	17
5.9	Counterparts	17
5.10	Jurisdiction; Venue	17
5.11	Further Assurances	17
5.12	Conflict	17
5.13	Attorneys’ Fees	17
5.14	Aggregation of Stock	17
5.15	Jury Trial	18

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EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, INC.

INVESTORS’ RIGHTS AGREEMENT

This Investors’ Rights Agreement (this “Agreement”) is dated as of February 19, 2015, and is between Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and Ervington Investments Limited, duly organized under the laws of the Republic of Cyprus (the “Investor”).

Recitals

The Investors are parties to the Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), and it is a condition to the closing of the sale of the Series C Preferred Stock to the Investor that the Investor and the Company execute and deliver this Agreement.

The parties therefore agree as follows:

Section 1

Definitions

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(b) “Common Stock” means the Common Stock of the Company.

(c) “Conversion Stock” shall mean shares of Common Stock issued upon conversion of the Series A-1 Preferred Stock and the Series C Preferred Stock.

(d) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(e) “Holder” shall mean Investor, any Affiliate of Investor who holds Registrable Securities and any other holder of 20,000,000 Shares of Registrable Securities to whom rights conferred by this Agreement have been duly and validly transferred in accordance with Section 5.1 of this Agreement. All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

(f) “Indemnified Party” shall have the meaning set forth in Section 2.6(c).

(g) “Indemnifying Party” shall have the meaning set forth in Section 2.6(c).

(h) “Initial Closing” shall mean the date of the initial sale of shares of the Company’s Series C Preferred Stock pursuant to the Purchase Agreement.

(i) “Initiating Holders” shall mean any Holder or Holders who in the aggregate hold not less than a majority of the outstanding Registrable Securities.

(j) “New Securities” shall have the meaning set forth in Section 4.1(a).

(k) “Other Selling Stockholders” shall mean persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

(l) “Other Shares” shall mean shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

(m) “Principal Investor” shall mean Ervington Investments Limited and its Affiliates or subsequent assignee holding not less than a majority of the Registrable Securities held by all Holders and not less than 36,000,000 Shares (on an as-converted basis).

(n) “Purchase Agreement” shall have the meaning set forth in the Recitals.

(o) “Registrable Securities” shall mean (i) shares of Common Stock included within the Shares or issued or issuable pursuant to the conversion of the convertible preferred stock included within the Shares and (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock described in clause (i) or (ii) above which are sold to the public either pursuant to a registration statement or Rule 144, or which are sold in a private transaction in which the transferor’s rights under this Agreement are not validly assigned in accordance with this Agreement.

(p) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

(q) “Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one special counsel for the Holders, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of other counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by the Company.

(r) “Restricted Securities” shall mean any Registrable Securities required to bear the first legend set forth in Section 2.8(c).

(s) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(t) “Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission

(u) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

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(v) “Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of one special counsel to the Holders included in Registration Expenses).

(w) “Series A-1 Preferred Stock” shall mean the shares of Series A-1 Preferred Stock acquired by Investor pursuant to the Secondary Share Stock Purchase Agreement.

(x) “Series C Preferred Stock” shall mean the shares of Series C Preferred Stock issued pursuant to the Purchase Agreement.

(y) “Secondary Share Stock Purchase Agreement” shall mean the Secondary Share Stock Purchase Agreement dated as of the date of this Agreement, by and among the Investor and various holders of Company securities, providing for the sale of Common Stock and Series A-1 Preferred Stock to the Investor.

(z) “Shares” shall mean the shares of Company’s Series C Preferred Stock issued pursuant to the Purchase Agreement and shares of the Company’s Common Stock and Series A-1 Preferred Stock purchased by the Investor (or its assignee) pursuant to the Secondary Share Stock Purchase Agreement.

(aa) “Withdrawn Registration” shall mean a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

Section 2

Registration Rights

2.1 Requested Registration.

(a) Request for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of by such Initiating Holders), the Company will:

(i) promptly give written notice of the proposed registration to all other Holders; and

(ii) as soon as practicable, file and use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered.

(b) Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:

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(i) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;

(ii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(iii) In any year after the Company has initiated one such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations);

(iv) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or

(v) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3.

(c) Deferral. If (i) in the good faith judgment of the board of directors of the Company, the filing of a registration statement covering the Registrable Securities would be materially detrimental to the Company and the board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.

(d) Other Shares. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

(e) Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i). In such event, unless the Registrable Securities may be registered by the Company on Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriters are reasonably acceptable to the Company.

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Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities and Other Shares in such registration statement based on the pro rata percentage of Registrable Securities and Other Shares held by such Holders, assuming conversion ; (ii) second, to the Other Selling Stockholders/Shareholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling [Stockholders/Shareholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders/Shareholders requesting additional inclusion, as set forth above.

2.2 Company Registration.

(a) Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

(i) promptly give written notice of the proposed registration to all Holders; and

(ii) use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request or requests made by any Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders/Shareholders and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

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Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

2.3 Registration on Form S-3.

(a) Request for Form S-3 Registration. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and 2.1(a)(ii).

(b) Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:

(i) In the circumstances described in either Sections 2.1(b)(ii) or 2.1(b)(iv);

(ii) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $3,000,000; or

(iii) If, in a given twelve-month period, the Company has effected two (2) such registrations in such period.

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(d) Underwriting. If the Holders of Registrable Securities requesting registration under this Section 2.3 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 2.1(e) shall apply to such registration. Notwithstanding anything contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration or registrations effected pursuant to Section 2.1.

2.4 Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1, 2.2 and 2.3 shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.1;provided, however, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.

2.5 Registration Procedures. In the case of each registration effected by the Company pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to:

(a) Keep such registration effective for a period ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;

(b) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any request for registration is submitted to the Company in accordance with Section 2.3, (i) if so requested, file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) to effect such registration, and (ii) remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective in accordance with this Agreement;

(c) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above;

(d) Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

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(e) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(f) Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

(g) If at any time when the Company is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement used to effect a request for registration in accordance with Section 2.3 (i) the Company determines that it is not a WKSI, (ii) the registration statement is required to be kept effective in accordance with this Agreement, and (iii) the registration rights of the applicable Holders have not terminated, promptly amend the registration statement onto a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;

(h) If (i) a registration made pursuant to a shelf registration statement is required to be kept effective in accordance with this Agreement after the third anniversary of the initial effective date of the shelf registration statement and (ii) the registration rights of the applicable Holders have not terminated, file a new registration statement with respect to any unsold Registrable Securities subject to the original request for registration prior to the end of the three year period after the initial effective date of the shelf registration statement, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;

(i) Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and reasonably satisfactory to a majority in interest of the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters;

(j) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

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(k) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(l) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

(m) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1, enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided further, that each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

2.6 Indemnification.

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder’s officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

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(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

(c) Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.6, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. No person or entity will be required under this Section 2.6(d) to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

2.7 Information by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 2.

2.8 Restrictions on Transfer.

(a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or

(ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel or evidence reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144.

(b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund 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, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition.

(c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8.

2.9 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(c) So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

2.10 Delay of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.11 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities (excluding any of such shares held by any Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated in accordance with Section 2.12), enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

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2.12 Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to Sections 2.1, 2.2 or 2.3 shall terminate on the date on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period.

Section 3

Information and management rights

3.1 Right to Nominate. The Principal Investor shall have the right at any time to designate the person to be appointed the Chief Executive Officer of the Company, and the Company shall promptly appoint the Investor’s designee to such position.

3.2 Examination Right. The Principal Investor shall have the right to examine the books and records of the Company, inspect its facilities, and receive other information at reasonable times and intervals concerning the general status of the Company's financial condition and operations.

3.3 Board Observer Right. If at any time a representative of the Principal Investor is not a member of the Company's Board of Directors, the Company shall invite the Principal Investor's authorized representative to attend all meetings of the Board and committees of the Board and in connection therewith shall provide to such representative copies of all notices, minutes, consents, and other materials that it provides to its directors. Such representative may participate in discussions of matters brought before the Board or Board committees, but shall in all other respects be a nonvoting observer.

3.4 Consultation Right. If at any time a representative of the Principal Investor is not serving on the Company’s Board of Directors, the Principal Investor shall have the right to consult with and advise management of the Company on significant business issues, including without limitation management's proposed quarterly and annual operating plans. Upon request by the Principal Investor, management of the Company shall meet with authorized representatives of the Principal Investor, at a mutually agreeable time and place, within thirty days after the end of each calendar quarter for such consultation and advice and to review progress in achieving such plans.

3.5 Basic Financial Information and Inspection Rights. If at any date after this Agreement the Company is not subject to or not in compliance with the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, the Company shall deliver to each Holder:

(a) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified by the Chief Financial Officer of the Company.

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(i) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments.

3.6 Confidentiality. Each Holder acknowledges that the information received by it pursuant to this Agreement may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental authority.

Section 4

Additional Covenants

4.1 Right of First Refusal. The Company hereby grants to each Holder, the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of Shares owned by such Holder the total number of Shares held by all Holders immediately prior to the issuance of New Securities (assuming full conversion of the Shares).

(a) “New Securities” shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include any security issuances excluded from the definition of “Additional Stock” in the Company’s Certificate of Incorporation, as amended, Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock, Certificate of Designations, Rights and Preferences of the Series B Convertible Preferred Stock, Certificate of Designation for the Series C Preferred Stock or any other certificate of designation forming part of the Certificate of Incorporation (collectively, the “Charter”).

(b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Holder written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Each Significant Holder shall have ten (10) days after any such notice is mailed or delivered to agree to purchase such Holder’s pro rata share of such New Securities and to indicate whether such Holder desires to exercise its over-allotment option for the price and upon the terms specified in the notice by giving written notice to the Company, in substantially the form attached as Schedule 1, and stating therein the quantity of New Securities to be purchased.

(c) In the event the Holders fail to exercise fully the right of first refusal and over-allotment rights, if any within said ten (10) day period (the “Election Period”), the Company shall have ninety (90) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from the date of said agreement) to sell that portion of the New Securities with respect to which the Holders’ right of first refusal option set forth in this Section 4.1 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to Holders delivered pursuant to Section 4.1(b). In the event the Company has not sold within such ninety (90) day period following the Election Period, or such ninety (90) day period following the date of said agreement, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Holders in the manner provided in this Section 4.1.

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4.2 Directors’ and Officers’ Insurance. As soon as practicable after the date of this Agreement, the Company shall procure and maintain from financially sound and reputable insurers directors and officers insurance with terms and policy limits as determined by the Board of Directors of the Company.

4.3 Director Expenses. The reasonable out-of-pocket and travel expenses of any non-employee directors that are incurred in (i) attending meetings of the Board of Directors of the Company (or meetings of committees thereof) or (ii) any other activities which are required or requested by the Company, shall be paid or reimbursed promptly by the Company.

4.4 Employee Vesting. Unless otherwise approved by the Board of Directors of the Company, including the Series C Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers of the Company shall be subject to vesting as follows: (i) twenty-five percent (25%) of such stock shall vest on the first anniversary of, in the case of a new hire or appointee, the date of issuance or grant or such person’s services commencement date with the Company, and in the case of an additional or new issuance or grant to an existing hire or appointee, the date of issuance or grant, and (ii) seventy-five percent (75%) of such stock shall vest in equal monthly installments over the remaining three (3) years.

4.5 Real Property Holding Corporation. The Company shall provide prompt notice to each Holder following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by a Holder, the Company shall provide such Holder with a written statement informing the Holder whether such Holder’s interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to such requesting Holder shall be delivered within ten (10) days of the Holder’s written request therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s securities may be regularly traded on an established securities market or the fact that there is no preferred stock then outstanding.

Section 5

Miscellaneous

5.1 Transfer or Assignment of Rights. The rights of a Holder under this Agreement may be transferred or assigned by a Holder only to an Affiliate of the Investor or to a transferee or assignee of not less than 20,000,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like); provided that (i) such transfer or assignment of Registrable Securities is effected in accordance with the terms of Section 2.8 and applicable securities laws, (ii) the Company is given written notice prior to the transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are intended to be transferred or assigned and (iii) the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement.

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5.2 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Holders holding a majority of the Registrable Securities. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of a majority of the Registrable Securities will have the right and power to diminish or eliminate all rights of such Holder under this Agreement.

5.3 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed to the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.

5.4 Successors and Assigns; Third Party Beneficiaries. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, assigns and legal representatives 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, assigns and legal representatives any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto. Upon the effectiveness of this Agreement, the Prior Rights Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.

5.6 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to 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-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 to this Agreement, shall be cumulative and not alternative.

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5.7 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

5.8 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

5.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

5.10 Jurisdiction; Venue. Each of the parties hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 5.3 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

5.11 Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

5.12 Conflict. In the event of any conflict between the terms of this Agreement and the Charter or the Company’s bylaws, the terms of the Charter or the Company’s bylaws, as the case may be, will control.

5.13 Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

5.14 Aggregation of Stock. All shares of capital stock of the Company held or acquired by Affiliated persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. As used in this Agreement, “Affiliate” means (i) with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or (ii) with respect to any Person that is controlled by a trust, any other Person that is directly or indirectly controlling, controlled by or under common control with such trust or a Person who is a beneficiary of such trust or another trust with a common beneficiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. The term “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

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5.15 Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(signature page follows)

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The parties have executed this Investors’ Rights Agreement as of the date first written above.

PROPELL TECHNOLOGIES GROUP, INC.		ERVINGTON INVESTMENTS LIMITED

/s/ John Huemoeller		/s/ Maria Damianou

By:________________________________		By:________________________________

Name: John Huemoeller		Name: Maria Damianou

Title: Chief Executive Officer		Title: Director

		Address:

		c/o Meritservus Secretaries Limited
		Eftapaton Court, 256 Makarios Avenue
		CY-3105, Limassol, Cyprus

SCHEDULE 1

NOTICE AND WAIVER/ELECTION OF

RIGHT OF FIRST REFUSAL

I do hereby waive or exercise, as indicated below, my rights of first refusal under the Investors’ Rights Agreement dated as of February ___, 2015 (the “Agreement”):

Waiver of [___] days’ notice period in which to exercise right of first refusal: (please check only one)

WAIVE in full, on behalf of all Holders, the [___]-day notice period provided to exercise my right of first refusal granted under the Agreement.

DO NOT WAIVE the notice period described above.

Issuance and Sale of New Securities: (please check only one)

WAIVE in full the right of first refusal granted under the Agreement with respect to the issuance of the New Securities.

ELECT TO PARTICIPATE in $__________ (please provide amount) in New Securities proposed to be issued by [insert company name], a [insert company jurisdiction] corporation, representing LESS than my pro rata portion of the aggregate of $[_______] in New Securities being offered in the financing.

ELECT TO PARTICIPATE in $__________ in New Securities proposed to be issued by [insert company name], a [insert company jurisdiction] corporation, representing my FULL pro rata portion of the aggregate of $[_______] in New Securities being offered in the financing.

ELECT TO PARTICIPATE in my full pro rata portion of the aggregate of $[_______] in New Securities being made available in the financing AND, to the extent available, the greater of (x) an additional $__________ (please provide amount) or (y) my pro rata portion of any remaining investment amount available in the event other Significant Holders do not exercise their full rights of first refusal with respect to the $[_______] in New Securities being offered in the financing.

Date: ________________


	(Print investor name)


	(Signature)


	(Print name of signatory, if signing for an entity)


	(Print title of signatory, if signing for an entity)

This is neither a commitment to purchase nor a commitment to issue the New Securities described above. Such issuance can only be made by way of definitive documentation related to such issuance.

Exhibit 10.1

EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, Inc.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

EXECUTION VERSION

TABLE OF CONTENTS

			Page

1.	Authorization; Closings		1

	1.1	Authorization	1
	1.2	Sale and Issuance of Stock	1

2.	Closing Dates and Delivery		2

	2.1	Closings	2
	2.2	Use of Proceeds	3
	2.3	Defined Terms Used in this Agreement	3

3.	Representations and Warranties of the Company		5

	3.1	Organization, Good Standing and Qualification	5
	3.2	Capitalization	5
	3.3	Subsidiaries	7
	3.4	Authorization	7
	3.5	Valid Issuance of Securities	8
	3.6	Governmental Consents and Filings	8
	3.7	Litigation	8
	3.8	Intellectual Property	8
	3.9	Compliance with Other Instruments	10
	3.10	Agreements; Actions	10
	3.11	Disclosure	12
	3.12	No Conflict of Interest	12
	3.13	Voting Rights	12
	3.14	Title to Property and Assets	12
	3.15	SEC Documents, Financial Statements	13
	3.16	Employee Benefit Plans	13
	3.17	Insurance	13
	3.18	Labor Agreements and Actions; Employment Matters	14
	3.19	Tax Returns and Payments	15
	3.20	Confidential Information and Invention Assignment Agreements	15
	3.21	Permits	15
	3.22	Corporate Documents	15
	3.23	83(b) Elections	16
	3.24	Real Property Holding Corporation	16
	3.25	No “Bad Actor” Disqualification	16
	3.26	Customers	16
	3.27	Anti-Bribery Compliance	16
	3.28	Brokers or Finders	17
	3.29	Equipment, Fixtures, etc.	17

4.	Representations and Warranties of the Investor		17

	4.1	Authorization	17
	4.2	Purchase Entirely for Own Account	17
	4.3	Disclosure of Information	17
	4.4	Restricted Securities	18

EXECUTION VERSION

TABLE OF CONTENTS

(Continued)

			Page

	4.5	Legends	18
	4.6	Brokers or Finders	18

5.	Conditions of the Investor’s Obligations at Closing		18

	5.1	Conditions of the Investor’s Obligations at Initial Closing	18
	5.2	Conditions of the Investor’s Obligations at the Second Closing	20
	5.3	Conditions of the Investor’s Obligations at each Optional Closing	21

6.	Conditions of the Company’s Obligations at Closing		21

	6.1	Representations and Warranties	21
	6.2	Performance	21
	6.3	Qualifications	21

7.	Miscellaneous		21

	7.1	Amendments and Waivers	21
	7.2	Notices	21
	7.3	Governing Law	22
	7.4	Successors and Assigns	22
	7.5	Entire Agreement	22
	7.6	Delays or Omissions	22
	7.7	Severability	22
	7.8	Titles and Subtitles	23
	7.9	Counterparts	23
	7.10	Electronic Execution and Delivery	23
	7.11	Jurisdiction; Venue	23
	7.12	Survival; Nature of Investor’s Obligations	23
	7.13	Efforts to Consummate	23
	7.14	Expenses	23
	7.15	Waiver of Jury Trial	24
	7.16	Finder’s Fee	24
	7.17	Confidentiality	24
	7.18	Consistent Reporting	25
	7.19	Knowledge of the Company	25

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EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, Inc.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

This Series C Preferred Stock Purchase Agreement (this “Agreement”) is made as of February 19, 2015, by and among Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and Ervington Investments Limited, duly organized under the laws of the Republic of Cyprus (the “Investor”).

RECITALS

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, up to four million five hundred thousand (4,500,000) shares of Series C Preferred Stock of the Company at two or more closings in accordance with the terms and provisions hereof;

WHEREAS, in connection with the purchase and sale of the Series C Preferred Stock under this Agreement, and as an inducement to the Investor to make such investment, the existing stockholders of the Company listed on Schedule 1 of this Agreement (the “Selling Stockholders”) will sell to the investor pursuant to the Secondary Share Stock Purchase Agreement up to an additional 64,302,467 shares of outstanding Common Stock, plus an additional 3,137,500 shares of Series A-1 Convertible Preferred Stock of the Company (representing 31,375,000 shares of common stock on an as-converted basis) (collectively, the “Secondary Shares”), in such amounts and at such times as set forth on Schedule 1, and the Selling Stockholders will also grant certain additional rights to the Investor pursuant to the Stockholders Agreement;

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

1. Authorization; Closings

1.1 Authorization. The Company has authorized (a) the sale and issuance of up to one four million five hundred thousand (4,500,000) shares (the “Stock”) of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), having the rights, privileges, preferences and restrictions set forth in the certificate of designation for the Series C Preferred Stock, in the form of Exhibit A (the “Certificate of Designation”), and (b) the reservation of shares of Common Stock for issuance upon conversion of the Stock (the “Conversion Shares”).

1.2 Sale and Issuance of Stock. Subject to the terms and conditions of this Agreement, (a) the Investor agrees to purchase at the Initial Closing, and the Company agrees to sell and issue to the Investor at the Initial Closing, one million five hundred and twenty five thousand four hundred and twenty four (1,525,424) shares of Series C Preferred Stock (the “First Tranche”), at a cash purchase price of $3.277777778 per share (the “Purchase Price”), and (b) the Investor agrees to purchase at the Second Closing or at one or more Optional Closings, and the Company agrees to sell and issue to the Investor at the Second Closing and/or at one or more Optional Closings, up to an additional two million nine hundred and seventy four thousand five hundred and seventy six (2,974,576) shares in aggregate of Series C Preferred Stock (the “Second Tranche”) at the Purchase Price.

EXECUTION VERSION

2. Closing Dates and Delivery

2.1 Closings. The purchase, sale and issuance of the Stock shall take place at one or more closings (each, a “Closing”). Each of the Closings shall take place at 10:00 a.m. local time at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, CA 94304, or at such other time or place as the Company and the Investor mutually agree. At each Closing, the Company will deliver to the Investor a certificate registered in the Investor’s name representing the number of shares of Stock that the Investor is purchasing in such Closing against payment of the Purchase Price therefor, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, or (c) any combination of the foregoing.

(a) First Closing. The initial Closing (the “Initial Closing”) shall take place on a date determined by agreement but no later than the fifth (5th) Business Day after the satisfaction (or waiver) of the conditions set forth in Section 5.1 and Section 6 (other than those conditions to be satisfied by delivery of documents or taking of any action at the Closing by a party hereto, but subject to the satisfaction and/or delivery thereof). The Company shall sell and issue to the Investor at the Initial Closing one million five hundred and twenty five thousand four hundred and twenty four (1,525,424) shares of Series C Preferred Stock. At the Initial Closing, the Investor shall also acquire from the Selling Stockholders 7,624,990 shares of Common Stock and an additional 2,437,500 shares of Series A-1 Convertible Preferred Stock (representing 24,375,000 shares of Common Stock on an as-converted basis), all pursuant to the Secondary Share Stock Purchase Agreement and as set forth on Schedule 1.

(b) Second Closing. The second Closing (the “Second Closing”) shall take place at any time prior to May 31, 2015 on a date determined by agreement but no later than (i) the fifth (5^th) Business Day after the satisfaction (or waiver) of the conditions set forth in Section 5.2 and Section 6 (other than those conditions to be satisfied by delivery of documents or taking of any action at the Closing by a party hereto, but subject to the satisfaction and/or delivery thereof) or (ii) May 31, 2015. The Company shall sell and issue at the Second Closing an additional two million nine hundred and seventy four thousand five hundred and seventy six (2,974,576) shares of Series C Preferred Stock to the Investor, or such number of shares that remain unissued and available under the Second Tranche if one or more Optional Closings have occurred pursuant to Section 2.1(c) below. At the Second Closing, the Investor shall also acquire from the Selling Stockholders an additional 56,677,477 shares of Common Stock and an additional 700,000 shares of Series A-1 Convertible Preferred Stock (representing 7,000,000 shares of Common Stock on an as-converted basis), or the number of remaining Secondary Shares if one or more Optional Closings have occurred pursuant to Section 2.1(c) below. If one or more Optional Closings occur pursuant to Section 2.1(c) below, the Second Closing shall be the Closing at which the final shares of Stock under the Second Tranche are issued and sold to the Investor. If the Second Closing has not occurred by May 31, 2015, the Investor shall no longer have any right to acquire any additional shares of Series C Preferred Stock from the Company unless otherwise agreed by the Company and the Investor.

(c) Optional Closings. Notwithstanding Section 2.1(b) above, the Investor shall have the option to purchase from time-to-time any portion of the shares under the Second Tranche at one or more optional Closings (each, an “Optional Closing”) during the period between the date of the Initial Closing and the earlier to occur of (i) the Second Closing, and (ii) May 31, 2015. The option shall be exercised by providing at least five (5) Business Days’ prior written notice to the Company (an “Optional Closing Notice”) specifying the date and number of shares of Stock to be purchased by the Investor at the Optional Closing. Provided that authorized but unissued Stock remains available under the Second Tranche, the Company shall sell and issue to the Investor the number of shares of Stock on the date specified in the Subsequent Subscription Notice. At each Optional Closing, the Investor may acquire from the Selling Stockholders pursuant to the Secondary Share Stock Purchase Agreement the equivalent pro rata portion of the Secondary Shares that the number of shares specified in the Optional Closing Notice bears to the remaining number of shares of Stock available under the Second Tranche.

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EXECUTION VERSION

2.2 Use of Proceeds. The proceeds to the Company from the Initial Closing will be used for research and development, commercialization of new products, sales, marketing and administrative compensation. The proceeds to the Company from the Second Closing will be used to acquire, enhance and maintain an oil field for the deployment of the Company’s technology and for the payment of certain debt set forth in the next sentence. The proceeds to the Company from the Closings shall not be used to repay any indebtedness of the Company, redeem shares or pay any deferred compensation except as permitted in this Section 2.2. The Company shall use the proceeds to repay the following indebtedness of the Company promptly following the Initial Closing, provided that any such indebtedness that is subject to a prepayment penalty shall be repaid as and when directed by the Investor: (i) a loan in the principal amount of $105,000 from JAZ-CEH Holdings LLC evidenced by a promissory note dated October 21, 2013, (ii) a loan in the principal amount of $84,000 from KBM Worldwide, Inc. evidenced by a promissory note dated December 10, 2014, (iii) a loan in the principal amount of $107,000 from LG Capital Funding, LLC evidenced by a promissory note dated October 31, 2014, (iv) two loans, each in the principal amount of $25,000 from Strategic IR, Inc. evidenced by a promissory note dated January 8, 2015 and a promissory note dated January 22, 2015, (v) a loan in the principal amount of $75,000 from Irina Galikhanova evidenced by a promissory note dated January 29, 2015 and (iv) certain accounts payable.

2.3 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 (i) with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or (ii) with respect to any Person that is controlled by a trust, any other Person that is directly or indirectly controlling, controlled by or under common control with such trust or a Person who is a beneficiary of such trust or another trust with a common beneficiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City (USA), Riga (Latvia) and Zurich (Switzerland) are open for the general transaction of business.

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

“Common Stock” means the common stock of the Company, par value $0.001 per share.

“Designated Holders” means the Selling Stockholders and the members of management of the Company holding or receiving equity incentives in excess of 500,000 shares of Common Stock.

“GAAP” means United States generally accepted accounting principles.

“Governmental Entity” means any United States or non-United States (i) federal, state, local, municipal or other government, (ii) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.

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EXECUTION VERSION

“Government Official” means any officer, employee or agent of a Governmental Entity or any department, agency or instrumentality thereof, including state-owned entities, or of a public organization or any person acting in an official capacity for or on behalf of any such government, department, agency, or instrumentality or on behalf of any such public organization.

“Immediate Family Members” means, with respect to any Person, such Person’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law and sister-in-law.

“Intellectual Property” means any and all intellectual property, including (i) patents and patent applications (including all continuations, continuations in part, divisionals and extensions of the foregoing); (ii) copyrights, copyrightable works and other works of authorship, including registrations and applications for registration thereof; (iii) trade secrets, know-how, and other confidential or proprietary information; (iv) trademarks, service marks, trade names, domain names, trade dress, social media identifiers and other indicators or designations of source or origin, including registrations and applications for registration thereof; and (iv) Software.

“Investors’ Rights Agreement” means the agreement between the Company and the Investor, to be dated as of the date of the Initial Closing, in the form of Exhibit B attached hereto.

“Laws” means all laws, judgments, orders, proceedings, injunction, writ, decree, decisions, rulings, awards, statutes, codes, regulations, ordinances, rules or other requirements with similar effect of any Governmental Entity.

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

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

“Preferred Stock” means the Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock of the Company, collectively.

“Securities” means the Stock and the Conversion Shares.

“Securities Act” means the Securities Act of 1933, as amended.

“Secondary Share Stock Purchase Agreement” means the agreement among the Investor and the Selling Stockholders, to be dated as of the date of this Agreement, in form and substance satisfactory to the Investor in its sole discretion.

“Side Agreement” means the agreement between the Investor, Alexander Lustig and Vladimir Skigin, in the form of Exhibit I attached hereto.

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EXECUTION VERSION

“Software” means all software (including assemblers, applets, compilers, source code, object code, executable code, specifications, embodiments of algorithms, tools, user interfaces, data, databases (including scripts required to build and/or maintain such databases), firmware, and related documentation), together with any error corrections, updates, modifications or enhancements thereto.

“Stockholders Agreement” means the agreement among the Company, the Designated Holders and the Investor, to be dated as of the date of the Initial Closing, in the form of Exhibit C attached hereto.

“Subordination and Voting Agreement” means the agreement among the Investor and the sole holder of the Series B Convertible Preferred Stock, to be dated as of the date of the Initial Closing, in the form of Exhibit H.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Transaction Agreements” means this Agreement, the Director Indemnification Agreement, the Investors’ Rights Agreement, the Stockholders Agreement and the Secondary Share Stock Purchase Agreement.

“Transaction Expenses” means the fees, costs, expenses and payments incurred by legal advisors, financial advisors and other professionals on behalf of the Investor in connection with the transactions contemplated by this Agreement, which amounts shall not exceed $170,000.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as set forth on a Schedule of Exceptions delivered separately by the Company on date hereof to the Investor, which exceptions shall be deemed to apply to the corresponding representations and warranties made hereunder, the following representations and warranties are true and complete as of the date hereof and as of the applicable Closing.

3.1 Organization, Good Standing 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 so to qualify would have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.2 Capitalization. The authorized capital stock of the Company consists, or will consist, immediately prior to the Initial Closing, of:

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EXECUTION VERSION

(a) Ten million (10,000,000) shares of Preferred Stock, of which (i) five million (5,000,000) shares have been designated Series A-1 Convertible Preferred Stock, of which three million five hundred and twelve thousand five hundred (3,512,500) are issued and outstanding immediately prior to the Initial Closing, and (ii) five hundred thousand (500,000) shares have been designated Series B Convertible Preferred Stock, of which seventy five thousand (75,000) are issued and outstanding immediately prior to the Initial Closing; and

(b) Five hundred million (500,000,000) shares of Common Stock, of which two hundred and sixty one million six hundred and sixty nine thousand four hundred and ninety nine (260,169,499) shares are issued and outstanding immediately prior to the Initial Closing.

(c) The rights, preferences and privileges of the Stock, the Series A-1 Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Common Stock are as stated in the certificate of incorporation of the Corporation, as amended, and the certificate of designations, preferences and rights of the Series A-1 Convertible Preferred Stock, the certificate of designations, rights and preferences of the Series B Convertible Preferred Stock and the certificate of designation for the Series C Preferred Stock, each as set forth on Exhibit G (collectively, the “Charter”) and as provided by the Delaware General Corporation Law. All of the outstanding shares of Common Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities Laws.

(d) The Company has reserved two million one hundred thousand (2,100,000) shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2008 Stock Option Plan duly adopted by the Board of Directors and approved by the Company’s holders of outstanding voting stock (the “Stock Plan”). Of such reserved shares, options to purchase three hundred and eighty thousand nine hundred and fifty (380,950) shares of Common Stock have been granted pursuant to the Stock Plan and are currently outstanding. Options to purchase 1,719,050 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Investor true and complete copies of the Stock Plan and forms of agreements used thereunder.

(e) The Company has issued (i) warrants convertible into six million thirty nine thousand four hundred and ninety eight (6,039,498) shares of Common Stock upon exercise (the “Warrants”), and (ii) convertible long-term notes convertible into six hundred and thirty six thousand and ten (636,010) shares of Common Stock (the “Convertible Notes”).

(f) The Company has issued grants of restricted stock for fourteen million five hundred thousand shares of Common Stock which are not yet fully vested (the “Unvested Restricted Stock”).

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EXECUTION VERSION

(g) Except for (i) the conversion privileges of the Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock as set forth in the Charter, (ii) the outstanding options issued pursuant to the Stock Plan, (iii) the Warrants, (iv) the Convertible Notes, (v) the convertible notes of the Company being repaid in accordance with Section 2.2 hereof, and (vi) the Unvested Restricted Stock, 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, for the issuance, purchase or acquisition from the Company or any of its Subsidiaries of any shares of the Company’s or any of its Subsidiaries’ capital stock or any securities convertible, exchangeable or redeemable into the Company’s or any of its Subsidiaries’ capital stock, nor any phantom equity or similar rights. Except as set forth on Section 3.2(g) of the Schedule of Exceptions, none of the Company’s or its Subsidiaries’ 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 terms of such agreement or document upon the occurrence of any event. Except as set forth on Section 3.2(g) of the Schedule of Exceptions, the Company and its Subsidiaries have 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 Charter, neither the Company, nor any of its Subsidiaries, has an obligation (contingent or otherwise) to purchase or redeem any of their respective capital stock.

(h) Section 3.2(h) of the Schedule of Exceptions sets forth the capitalization of the Company immediately prior to the Initial Closing, including the number of shares of the following: (i) issued and outstanding shares of Common Stock, including, with respect to any restricted Common Stock, vesting schedule and repurchase price; (ii) stock options granted, including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under the Stock Plan; (iv) issued and outstanding shares of the Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock; and (v) warrants, convertible notes or stock purchase rights, if any.

(i) The Company has obtained valid waivers of any rights by other parties to perform its obligations under the Transaction Agreements or consummate the transactions contemplated thereby.

3.3 Subsidiaries. Except as set forth in Section 3.3 of the Schedule of Exceptions (which shall include the name of each such Person, its jurisdiction of formation and the owners thereof), 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. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. Each of Company’s Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is not a participant in any joint venture, partnership or similar arrangement. The equity interest of each Subsidiary of the Company are duly authorized, fully paid and nonassessable and issued in compliance with all applicable foreign, federal and state securities Laws. The Company owns all of the outstanding equity interests in each of its Subsidiaries, free and clear of all liens and encumbrances.

3.4 Authorization. All corporate action on the part of the Company, its officers, directors and current holders of capital stock necessary for the authorization, execution and delivery of (x) this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Securities has been taken and (y) the other Transaction Agreements, the performance of all obligations of the Company thereunder will be taken prior to the Initial Closing, and this Agreement constitutes, and the other Transaction Agreements, when executed and delivered by the Company, shall constitute, in each case, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (a) 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, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws (the “Enforceability Exceptions”).

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EXECUTION VERSION

3.5 Valid Issuance of Securities. The Securities sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be upon issuance duly and validly issued, fully paid and nonassessable and free of liens, encumbrances, preemptive rights and restrictions on transfer other than restrictions on transfer applicable to an Investor under this Agreement, the Investors’ Rights Agreement, the Stockholders Agreement and applicable state and federal securities Laws. Based upon the representations of the Investor in Section 4.2, Section 4.4 and Section 4.5 of this Agreement and subject to any filings required by Section 3.6, the Securities will be issued in compliance with all applicable federal and state securities Laws. The Conversion Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter and Certificate of Designation for the Series C Preferred Stock, will be duly and validly issued, fully paid and nonassessable and free of liens, encumbrances, preemptive rights and restrictions on transfer other than restrictions on transfer applicable to the Investor under this Agreement, the Investors’ Rights Agreement, the Stockholders Agreement and applicable state and federal securities Laws. Based upon the representations of the Investor in Section 4.2, Section 4.4 and Section 4.5 of this Agreement and subject to any filings required by Section 3.6, the Conversion Shares will be issued in compliance with all applicable federal and state securities Laws.

3.6 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Investor in Section 4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with or notice to (each, a “Consent”) any Governmental Entity is required in connection with the consummation of the transactions contemplated by this Agreement, except (i) the filing of the Certificate of Designation for the Series C Preferred Stock with the office of the Secretary of State of Delaware, and (ii) filings pursuant to applicable state securities laws, which have been made or will be made in a timely manner.

3.7 Litigation. Except for the matters disclosed in Section 3.7 of the Schedule of Exceptions, there is no claim (including as contained in any Intellectual Property assertion letter), action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened against the Company, any of its Subsidiaries or any of their respective officers, directors or employees nor, to the Company’s knowledge, is there any basis for the foregoing. Neither the Company, nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective officers, directors or employees, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Entity. 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 or its Subsidiaries’ respective employees, their services provided in connection with the Company’s or its Subsidiaries’ respective business, or any Intellectual Property allegedly proprietary to any of their former employers or consultants, or their obligations under any agreements with prior employers.

3.8 Intellectual Property.

(a) Section 3.8(a) of the Schedule of Exceptions sets forth all (i) patents and other registrations for Intellectual Property owned by the Company or any of its Subsidiaries and all applications therefor filed by the Company or any of its Subsidiaries; and (ii) material Software owned by the Company or any of its Subsidiaries. The material Intellectual Property owned by the Company and its Subsidiaries is valid, enforceable and subsisting. To the Company’s knowledge, each of the Company and its Subsidiaries owns or possesses sufficient legal rights (pursuant to a written agreement) to all patents that are used in or necessary for the conduct by the Company of and by each of its Subsidiaries of their respective current and/or presently contemplated business. Each of the Company and its Subsidiaries owns or possesses sufficient legal rights (pursuant to a written agreement) to all such other Intellectual Property that is used in or necessary for the conduct by the Company of and by each of its Subsidiaries of their respective current and/or presently contemplated business. There are no outstanding options, licenses, agreements, claims, encumbrances, liens or adverse or shared ownership interests or claims of any kind relating to the foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other Person, except as may be entered into by the Company or any of its Subsidiaries in the course of its normal business consistent with past practice;

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EXECUTION VERSION

(b) No product or services marketed or sold (or proposed to be marketed or sold), or the conduct of the business, by the Company or any of its Subsidiaries violates or will violate any license or infringes, misappropriates, or otherwise violates or will infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person. Neither the Company, nor any of its Subsidiaries, has received any communications alleging that the Company or any of its Subsidiaries has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any of the Intellectual Property of any other Person. To the Company’s knowledge, no other Person is infringing, misappropriating or otherwise violating the Intellectual Property owned by the Company or any of its Subsidiaries;

(c) The Company and each of its Subsidiaries has obtained and possesses valid licenses to use all of the software programs present on the computers and other Software-enabled electronic devices that each owns or leases or that each has otherwise provided to its employees for their use in connection with the Company’s or its Subsidiaries’ respective business.

(d) To the Company’s knowledge, it will not be necessary to use any inventions of any of the Company’s or any of its Subsidiaries’ employees or consultants (or Persons the Company or any of its Subsidiaries currently intends to hire) made prior to their employment by the Company or any of its Subsidiaries, as applicable. Each current and former employee and consultant of Company and each Subsidiary of the Company has assigned to the Company or a Subsidiary of the Company all Intellectual Property rights he or she owns that are related to the Company’s or such Subsidiary’s respective business as now conducted and as presently proposed to be conducted;

(e) No source code for any material Software owned by the Company or any Subsidiary of the Company has been delivered, licensed, or made available to any escrow agent or other person who or entity that is not, as of the date of this Agreement, an employee or independent contractor of the Company or any Subsidiary of the Company;

(f) The conduct of the Company’s and each of its Subsidiaries’ respective business and the collection, use, disclosure, storage, security and dissemination of personally identifiable information in connection therewith have not violated, and the Company and the Subsidiaries of the Company have not violated, in any material respect, and the Company and the Subsidiaries of the Company have complied at all times in all material respects with, any (i) applicable Laws; (ii) of the Company’s or its Subsidiaries’, as applicable, posted rules, policies or procedures relating to data protection or privacy; and (iii) agreements or other arrangements into which the Company or a Subsidiary of the Company, as applicable, has entered or is otherwise bound relating to data protection or privacy. No written claim has been made and there is no proceeding pending or, to the knowledge of the Company, threatened against the Company or a Subsidiary of the Company alleging a violation of any of the foregoing. With respect to the Company’s and its Subsidiaries’ systems and the data stored therein, in the past three (3) years, there has been no unauthorized access to or other misuse of such systems or data that gave rise to any damages or liability and neither the Company nor any Subsidiary has received written notice alleging, or been required by applicable Law to notify any Person of, any such unauthorized access or other misuse;

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EXECUTION VERSION

(g) Neither the execution or delivery of this Agreement, nor the carrying on of the Company’s or its Subsidiaries’ respective business by the employees of the Company or a Subsidiary of the Company, as applicable, nor the conduct of the Company’s business or a Subsidiary’s business, as applicable, as proposed, will, to the Company’s knowledge, (i) 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 the Company or a Subsidiary of the Company is now obligated; or (ii) impair any right, title or interest of the Company or a Subsidiary of the Company in any Intellectual Property owned by the Company or any of its Subsidiaries; and

(h) The Company and each of its Subsidiaries is in compliance with all agreements applicable to any open source, copy left or community source code that the Company or a Subsidiary of the Company incorporates, combines or distributes with any of its products distributed to its respective customers, including but not limited to any GNU or GPL libraries or code.

3.9 Compliance with Other Instruments. The Company and each Subsidiary of the Company is not in violation, breach or default (with or without notice the passage of time, giving notice or both) (a) in the case of the Company, of any provisions of its Charter or Bylaws, or in the case of any Subsidiary of the Company, its governing documents, or (b) of any instrument, judgment, order, writ, or decree, or under any note, indenture, mortgage, lease, agreement, contract, franchise, permit, license or purchase order (including any Material Contracts) to which it is a party or by which it is bound or of any Law applicable to the Company or a Subsidiary of the Company, as applicable, except in the case of clause (b) the violation, breach or default of which would not be material to the Company and its Subsidiaries, taken as a whole. The execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby or thereby will not (i) after effecting the contemplated amendment of the Charter set forth in the Subordination and Voting Agreement, conflict with or result in any breach, violation or default of any provision of the Company’s Charter, the Certificate of Designation for the Series C Preferred Stock or Bylaws or any governing documents of any Subsidiary of the Company, (ii) result in any breach, violation or be in conflict with or cause the acceleration or loss of rights under, or constitute (with or without the passage of time, giving of notice or both) a default (or give rise to any right of termination, cancellation or acceleration) under any such provision, instrument, judgment, order, writ, decree, contract note, indenture, mortgage, lease, franchise, permit, license or purchase order, (iii) violate any Laws applicable to the Company, any Subsidiary of the Company or any of their respective properties or assets or (iv) result in the creation of any lien, charge or encumbrance upon any assets of the Company or its Subsidiaries or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to the Company or any of its Subsidiaries.

3.10 Agreements; Actions.

(a) Except as set forth on Section 3.10 of the Schedule of Exceptions, other than (i) employee benefits generally made available to all employees, (ii) director and officer indemnification agreements properly entered into by the Company, and (iii) the purchase of shares of the Company’s Common Stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the Board of Directors, there are no agreements, understandings or proposed transactions by the Company or any of its Subsidiaries, on the one hand, and any of their respective officers, employees, directors, Affiliates, or any Affiliate thereof, on the other hand.

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EXECUTION VERSION

(b) Except for the Transaction Agreements, and those agreements listed in Section 3.10(b) of the Schedule of Exceptions, the Company and each of its Subsidiaries are not party to or bound by any agreements, understandings, instruments, contracts or proposed transactions: (i) involving obligations or liabilities (contingent or otherwise) of the Company or any of its Subsidiaries in excess of $200,000, (ii) involving the license of any Intellectual Property to or from the Company or any of its Subsidiaries or any restriction on the use or ownership of any Intellectual Property (other than licenses for off-the-shelf software and other agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice) or the development of any Intellectual Property, (iii) involving the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person, (iv) that constitute a collective bargaining agreement or other contract with any labor organization or similar employee representative, or involves any employee benefit, (v) that restricts in any material respect the conduct of business by the Company or any of its Subsidiaries or their ability to compete in any line of business or with any Person in any geographical area; (vi) that is a contract with any officer, individual employee or independent contractor on a full time, part time, consulting or other basis other than any “at-will” contract that may be terminated by the Company upon thirty (30) days or less advance notice), including contracts with respect to employment, severance, separation, change in control, retention or similar arrangements for the provision of services to the Company or a Subsidiary of the Company on a full or part time basis; (vii) that involves any joint venture, legal partnership or similar arrangement; (viii) that provides any customer of the Company or a Subsidiary of the Company with pricing discounts or benefits that change based on the pricing, discounts and benefits offered to other customers, including contracts containing “most favored nation” provisions; or (ix) any other agreement, understanding, instrument, contract or proposed transaction that is otherwise material to the Company and its Subsidiaries, taken as a whole. The agreements listed or required to be listed under Section 3.10(b) of the Schedule of Exceptions, together with the agreements between the Company and the Top Customers, are referred to as the “Material Contracts” and each referred to as a “Material Contract.” The Company has made available to the Lead Investor a true and complete copy of each Material Contract prior to the date hereof.

(c) Each of the Material Contracts constitutes a valid, legal and binding obligation of the Company or a Subsidiary of the Company, as applicable and, to the knowledge of the Company, each other party thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Each of the Material Contracts is in full force and effect, and will be in full force and effect upon the consummation of the transactions contemplated hereby, and the Company or a Subsidiary of the Company, as applicable, is entitled to all its respective benefits, rights and privileges under each such Material Contract in accordance with its terms. Since January 1, 2013, the Company or a Subsidiary of the Company has not received written notice of any material breach by the Company or any of its Subsidiaries under any such Material Contract or of the cancellation, amendment or termination of any such Material Contract.

(d) Except as set forth on Schedule 3.10(d), the Company and its Subsidiaries have 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, (iii) except as set forth on Schedule 3.10(d) of the Schedule of Exceptions, incurred any other liabilities (or any guarantee or other contingent liability with respect to the foregoing), except accounts payable in the ordinary course of business consistent with past practices and not older than 90 days, (iv) except as set forth on Schedule 3.10(d) of the Schedule of Exceptions, made any loans or advances to any Person, other than ordinary advances to employees of the Company or its Subsidiaries for travel expenses, or (v) 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 consistent with past practices.

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EXECUTION VERSION

(e) The Company is not currently, and has not previously been, in breach, violation or in conflict with and no act, occurrence, event or omission has caused, or may be reasonably expected to cause (with or without the passage of time, giving of notice or both) the acceleration or loss of rights under, or constituted, or may be reasonably expected to constitute (with or without the passage of time, giving of notice or both) a default under any of the agreements listed on Section 3.10(b) of the Schedule of Exceptions.

3.11 Disclosure. No representation or warranty of the Company contained in this Agreement and the exhibits attached hereto or any certificate furnished or to be furnished to the Investor at any Closing (when read together) 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. It is understood that this representation is qualified by the fact that the Company has not delivered to the Investor, and has not been requested to deliver, a private placement or similar memorandum or any “Risk Factors” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the type typically contained therein.

3.12 No Conflict of Interest. Except as set forth on Section 3.12 of the Schedules of Exceptions, the Company and its Subsidiaries are not indebted, directly or indirectly, to any of their respective holders of capital stock, officers, directors employees or to their respective immediate family members in any amount whatsoever other than in connection with expenses or advances of expenses incurred in the ordinary course of business consistent with past practice or relocation expenses of employees (which are not material in amount). None of the Company’s or any of its Subsidiaries’ respective stockholders, officers, employees or directors, or any of their respective Immediate Family Members, are, directly or indirectly, indebted to the Company or a Subsidiary of the Company or, to the Company’s knowledge, have any direct or indirect ownership interest or other material interest in any Person with which the Company or a Subsidiary of the Company is affiliated or with which the Company or a Subsidiary of the Company has a business relationship, or any Person that competes with the Company or a Subsidiary of the Company except that the officers, directors and/or holders of capital stock of the Company may own stock in (but not in an amount exceeding two percent of the outstanding capital stock of) any publicly traded company that may compete with the Company. None of the Company’s holders of capital stock, officers, employees or directors or, to the knowledge of the Company, any of their respective Immediate Family Members, directly or indirectly, (a) has a material interest in any contract with the Company or a Subsidiary of the Company or (b) has any material interest in any property or assets used by the Company or a Subsidiary of the Company or in connection with their respective businesses. None of the Company and its Subsidiaries is a guarantor or indemnitor of any indebtedness of any Person.

3.13 Voting Rights. To the Company’s knowledge, except as contemplated in the Stockholders Agreement, no holder of capital stock of the Company or any Subsidiary of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

3.14 Title to Property and Assets.

(a) Except as set forth on Section 3.14 of the Schedule of Exceptions, the Company and each Subsidiary of the Company owns or leases its respective property and assets, as applicable, 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 consistent with past practices and do not impair the Company’s or such Subsidiary’s ownership or use of such property or assets in any material respect.

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EXECUTION VERSION

(b) With respect to the property and assets it leases, the Company and each Subsidiary of the Company is in compliance in all material respects with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than to the lessors of such property or assets. With respect to each of the Company’s and its Subsidiaries’ respective leases for real property: (i) such lease is legal, valid, binding, enforceable and in full force and effect; (ii) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of any payment under such lease; and (iii) the Company or a Subsidiary of the Company, as applicable, has not collaterally assigned or granted any other security interest in such lease or any interest therein.

3.15 SEC Documents, Financial Statements. The Company has filed on a timely basis all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) (the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

3.16 Employee Benefit Plans. Section 3.16 of the Schedule of Exceptions sets forth a complete and correct list of each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and each other material benefit or compensation plan, program, policy, arrangement, agreement, or contract that is maintained, established or sponsored by the Company or any of its Subsidiaries, or in or to which the Company or any of its Subsidiaries participates or contributes, or with respect to which the Company or any of its Subsidiaries has any material current or contingent liability or obligation (each, an “Employee Benefit Plan”). Each Employee Benefit Plan has been maintained, funded and administered in compliance in all material respects with its terms and applicable Laws. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code is so qualified and has received a current favorable determination letter from the Internal Revenue Service. Neither the Company nor any of its Subsidiaries has any current or contingent liability or obligation (i) under or with respect to a “defined benefit plan” (as such term is defined in Section 3(35) of ERISA) or any other plan that is or was subject to Section 412 of the Code or Title IV of ERISA or a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) by reason of at any time being treated as a single employer under Section 414 of the Code with any other person or entity, or (iii) with respect to the provision of post-retirement or post-termination medical, health, or life insurance or other welfare-type benefits for any current or former service provider (other than as required by Section 4980B of the Code).

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EXECUTION VERSION

3.17 Insurance. Section 3.17 of the Schedule of Exceptions contains a complete and accurate list of all insurance policies (specifying the insurer, the amount of the coverage, the type of insurance, the policy number and the effective and expiration dates) currently owned or held by or on behalf of, or providing insurance coverage to the Company, any Subsidiaries of the Company or the respective businesses and any assets relating thereto. The insurance coverage of the Company and each Subsidiary of the Company (a) is on such terms, (b) covers such categories of risk, (c) contains such deductibles and retentions, and (d) is in such amounts, in each case, as is adequate and suitable for the assets and operations of each of the Company and its Subsidiaries, as is customary for a company of a similar size engaged in a similar line of business. All such policies of insurance are in full force and effect and the Company or a Subsidiary of the Company, as applicable, is not in default, as to the payment of premiums, under the terms of any such policy, and, except as set forth on Section 3.17 of the Schedule of Exceptions, no notice of cancellation or termination has been received with respect to any such policy. There is no material claim made and pending under any such policies as to which coverage has been questioned, denied or disputed or for which the underwriter of such policy has reserved their rights. The Company has made available to the Investor as of the date hereof a true and complete copy of each insurance policy referred to in Schedule 3.17. Each claim for which insurance coverage is available has been timely and properly submitted to the carrier/underwriter of the policy for which coverage is available.

3.18 Labor Agreements and Actions; Employment Matters.

(a) Neither the Company, nor a Subsidiary of the Company, is bound by or subject to (and none of their respective assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor organization, and no labor organization has requested or, to the Company’s knowledge, has sought to represent any of their respective employees, representatives or agents. There is and has been no strike or other material labor dispute involving the Company or a Subsidiary of the Company pending, or to the Company’s knowledge threatened, nor is the Company aware of any labor organization activity involving its or its Subsidiaries’ employees.

(b) The employment of each officer and employee of the Company and its Subsidiaries is terminable at the will of the Company or the Subsidiary of the Company, as applicable. Except as disclosed in Section 3.18 of the Schedule of Exceptions, neither the Company, nor a Subsidiary of the Company, is a party to any agreements with past or present employees, agents or independent contractors in connection with the business of the Company or any of its Subsidiaries. Except as disclosed in Section 3.18 of the Schedules of Exceptions, there are no written contracts of employment entered into with any employees of the Company or any of its Subsidiaries or any oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable Laws.

(c) Except as would not result in material liability for the Company or any Subsidiary of the Company, neither the Company, nor any of its Subsidiaries: (i) is liable for any arrears of wages, overtime, commissions, or other compensation or for any penalty related to any such arrearage, (ii) has liability with respect to any misclassification of any employee currently or formerly classified as exempt for purposes of overtime payment. No claims for discrimination, sexual or other harassment, or retaliation are pending or, to the Company’s knowledge, threatened, nor is the Company aware that there is any basis for such a claim.

(d) Except as set forth in Section 3.18(d) of the Schedule of Exceptions, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; (iv) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (v) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code.

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3.19 Tax Returns and Payments. There are no federal, state, local or foreign taxes due and payable by the Company or a Subsidiary of the Company which have not been timely paid. There are no accrued and unpaid federal, state, local or foreign taxes of the Company or a Subsidiary 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 Governmental Entity. The Company and its Subsidiaries have each duly and timely filed all federal, state, local and foreign tax returns required to have been filed by it and all such tax returns are correct and complete in all respects. Neither the Company, nor any of its Subsidiaries, has granted a waiver of applicable statutes of limitations with respect to taxes for any year. Except as set forth on Section 3.19 of the Schedule of Exceptions: (a) neither the Company, nor a Subsidiary of the Company, has consented to extend the time, or is the beneficiary of any extension of time, in which any tax may be assessed or collected by any taxing authority; (b) no claim has been made by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that any such Person is or may be subject to taxation by that jurisdiction; (c) neither the Company, nor any of its Subsidiaries, has been a member of any affiliated, combined, consolidated or unitary tax group other than a group the common parent of which is the Company; (d) each of Company and its Subsidiaries has complied in all material respects with all applicable rules and regulations relating to the withholding of taxes; (e) neither the Company, nor any of its Subsidiaries, is a party to or bound by any contract the principal purpose of which relates to the sharing or allocation of taxes; (f) neither the Company, nor any Subsidiary of the Company, (i) has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (ii) has distributed stock of another Person, or has had its stock distributed by another Person, in the past two (2) years in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code, or (iii) has any actual liability for taxes of another Person under Treasury Regulation Section 1.1502-6 (or any similar provision of tax Law), as a transferee or successor or by contract (other than any contract the principal purpose of which does not relate to taxes); and (g) the Company is, and at all times since January 1, 2011 has been, properly classified in the manner set forth on Section 3.19 of the Schedule of Exceptions for U.S. federal income tax purposes.

3.20 Confidential Information and Invention Assignment Agreements. Each present and former employee, consultant and officer of the Company and its Subsidiaries has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form provided to the Investor as of the date hereof. The Company is not aware that any of its current or former employees, officers or consultants is in violation thereof, and the Company will use its best efforts to prevent any such violation. Except as set forth on Section 3.20 of the Schedule of Exceptions, no present or former employee, consultant or officer of the Company or any of its Subsidiaries has excluded works or inventions from his or her assignment of inventions pursuant to any such agreement.

3.21 Permits. The Company and each of its Subsidiaries have all material franchises, permits, licenses and any similar authority necessary for the conduct of their respective businesses. Neither the Company, nor a Subsidiary of the Company, is in default in any material respect under any of such franchises, permits, licenses or other similar authority necessary for the conduct of its business.

3.22 Corporate Documents. As of the Initial Closing, the Charter shall be in the form attached hereto as Exhibit G. A true and complete copy of the governing documents and the minute books of the Company and its Subsidiaries have been provided prior to the date hereof to the Investor’s counsel and contains minutes of all meetings of directors and holders of capital stock and all actions by written consent without a meeting by the directors and holders of capital stock since the date of incorporation and reflects all actions by the directors (and any committee of directors) and holders of capital stock with respect to all transactions referred to in such minutes accurately in all material respects.

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3.23 83(b) Elections. To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been timely filed by all individuals who have purchased shares of the Company’s Common Stock.

3.24 Real Property Holding Corporation. The Company is not a “United States real property holding corporation” within the meaning of the Code and any applicable regulations promulgated thereunder.

3.25 No “Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with SEC rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event (“Disqualification Events”). The Company has not and, to the Company’s knowledge, no Covered Person is subject to a Disqualification Event that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in a disqualification under Rule 506(d)(1) of any such Person’s use of the Rule 506 exemption. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or Affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Shares; and any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Shares (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

3.26 Customers. Section 3.26 of the Schedule of Exceptions sets forth the three most significant customer relationships of the Company and its Subsidiaries based on business prospects (the “Top Customers”), taken as a whole. To the knowledge of the Company, the Company or a Subsidiary of the Company, as applicable, has a good commercial working relationship with each Top Customer. No Top Customer has cancelled, modified or otherwise terminated, or, to the knowledge of the Company, threatened to cancel, modify or otherwise terminate, its relationship with the Company or a Subsidiary of the Company.

3.27 Anti-Bribery Compliance. Neither the Company, nor a Subsidiary of the Company, has, nor any of their respective directors, officers, employees, or agents acting at the direction of any of the Company or a Subsidiary of the Company, as applicable, provided, offered, gifted or promised, directly or indirectly, anything of value to any Government Official, political party or candidate for government office, nor provided or promised anything of value to any other Person while knowing that all or a portion of that thing of value would or will be offered, given, or promised, directly or indirectly, to any Government Official, political party or candidate for government office, for the purpose of:

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(a) influencing any act or decision of such official, party or candidate in his or her official capacity, inducing such official, party or candidate to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for the benefit of the Company or any of its Subsidiaries; or

(b) inducing such official, party or candidate to use his or her influence with his or her government or instrumentality to affect or influence any act or decision of such government or instrumentality, in order to assist the Company or a Subsidiary of the Company in obtaining or retaining business for or with, or directing business to, any Person.

3.28 Brokers or Finders. Neither the Company, nor a Subsidiary of the Company, has engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreement or the Transaction Agreements.

3.29 Equipment, Fixtures, etc. Except as set forth in Section 3.29 of the Schedule of Exceptions, all facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

4. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company that the following representations and warranties are true and complete as of the date hereof and as of the date of each applicable Closing:

4.1 Authorization. The Investor has full power and authority to enter into the Transaction Agreements to which it is a party. The Transaction Agreements to which it is a party, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms, except as limited by the Enforceability Exceptions.

4.2 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Securities to be acquired by the Investor will be acquired for investment for the Investor’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 Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor 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 Securities (other than the Transaction Agreements).

4.3 Disclosure of Information. The Investor has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Stock with the Company’s management and has had an opportunity to review the Company’s facilities. The Investor believes that it has received all the information the Investor considers necessary or appropriate for deciding whether to purchase the Securities. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. The foregoing, however, does not limit or modify the representations or warranties of the Company in Section 3 of this Agreement or the representations or warranties in the Transaction Agreements or the right of the Investor to rely thereon.

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4.4 Restricted Securities. The Investor understands that the Securities have not been, and may 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 Investor’s representations as expressed herein. The Investor understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Securities 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.

4.5 Legends. The Investor understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

(a) “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

(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.

4.6 Brokers or Finders. The Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

5. Conditions of the Investor’s Obligations at Closing.

5.1 Conditions of the Investor’s Obligations at Initial Closing. The obligations of the Investor to the Company under this Agreement are subject to the fulfillment, at or before the Initial Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of the Initial Closing.

(b) 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 it at or before the Initial Closing.

(c) No Material Adverse Effect. No event, fact, occurrence, omission or development shall have occurred since the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(d) Qualifications. All authorizations, approvals or permits, if any, of any Governmental Entity required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Initial Closing.

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(e) Opinion of Company Counsel. The Investor shall have received from counsel for the Company, an opinion, dated as of the Initial Closing, in substantially the form of Exhibit D.

(f) Investors’ Rights Agreement. The Company and the Investor shall have executed and delivered the Investors’ Rights Agreement.

(g) Stockholders Agreement. The Company, the Designated Holders and the Investor shall have executed and delivered the Stockholders Agreement.

(h) Secondary Share Stock Purchase Agreement. The Selling Stockholders and the Investor shall have executed and delivered the Secondary Share Stock Purchase Agreement, the Secondary Shares specified in Section 2.1(a) of this Agreement shall have been sold and delivered by the Selling Stockholders to the Investor and the remaining Secondary Shares shall have been delivered into escrow by the Selling Stockholders in accordance with the terms and provisions of the Secondary Share Stock Purchase Agreement.

(i) Certificate of Designation. The Company shall have filed the Certificate of Designation for the Series C Preferred Stock with the Secretary of State of Delaware at or prior to the Initial Closing, which shall continue to be in full force and effect as of the Initial Closing, and delivered evidence to the reasonable satisfaction of the Lead Investor to the foregoing.

(j) Board of Directors. As of the Initial Closing, the Company’s Board of Directors shall be comprised of John Huemoeller and John Zotos as the directors to be appointed by the holders of the Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock and Common Stock voting together as a single class, and Ivan Persiyanov, holding two votes individually in accordance with Section 141(d) of the Delaware General Corporation Law and the Certificate of Designation, as the director appointed by the holders of Series C Preferred Stock (the “Series C Director”).

(k) Indemnification Agreement. The Company shall have executed and delivered to each Series C Director an indemnification agreement in the form of Exhibit E attached hereto (the “Director Indemnification Agreement”).

(l) Secretary’s Certificate. The Secretary of the Company shall have delivered to the Investor at the Initial Closing a certificate certifying (a) the Charter (including the Certificate of Designation for the Series C Preferred Stock), (b) the Bylaws of the Company, (c) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated hereby and thereby, and (d) consent of the stockholders of the Company approving the Certificate of Designation for the Series C Preferred Stock and, as applicable, the Transaction Agreements and the transactions contemplated hereby and thereby.

(m) Officer’s Certificate. An authorized officer of the Company shall have delivered to the Investor at the Initial Closing a certificate certifying that the conditions specified in Sections 5.1(a), (b) and (c) have been satisfied by the Company.

(n) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Initial Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Investor, and the Investor (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.

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(o) Bylaws. The Company shall have amended and restated the Bylaws of the Company to be in the form of Exhibit F.

(p) Consents and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated to be consummated at the Initial Closing by the Transaction Agreements.

(q) Subordination and Voting Agreement. The Company and the sole holder of the Series B Convertible Preferred Stock shall have executed and delivered the Subordination and Voting Agreement.

(r) Side Agreement. The Investor, Alexander Lustig and Vladimir Skigin shall have executed and delivered the Side Agreement.

5.2 Conditions of the Investor’s Obligations at the Second Closing. The obligations of the Investor to the Company under this Agreement are subject to the fulfillment, at or before the Second Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of the Closing as may be modified solely with respect to events occurring after the Initial Closing by an amended or supplemented Schedule of Exceptions delivered to the Investor three (3) days prior to the Closing (provided that the delivery of such amended or supplemented Schedule of Exceptions shall in no way affect, limit or qualify the representations or warranties of the Company made prior to the date of such Closing) (except for the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.28, which shall be true and correct in all respects on and as of each Closing and are not subject to modification by the amended or supplemented Schedule of Exceptions).

(c) Oil Field Acquisition. The Company shall have identified an oil field to be acquired by the Company or its Subsidiaries for the deployment of the Company’s technology and shall have entered into definitive agreements (contingent on the Second Closing) for the acquisition of such oil field, each to the satisfaction of the Investor in its sole discretion.

(d) No Material Adverse Effect. No event, occurrence, omission or development shall have occurred since the date of the Initial Closing that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(e) Officer’s Certificate. An authorized officer of the Company shall have delivered to the Investor at the Closing a certificate certifying that the conditions specified in Sections 5.2(a), (b) and (d) have been satisfied by the Company.

(f) Qualifications. All authorizations, approvals or permits, if any, of any Governmental Entity required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

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(g) Secondary Shares. The Secondary Shares specified in Section 2.1(b) of this Agreement shall have been sold and delivered by the Selling Stockholders to the Investor in accordance with the Secondary Share Stock Purchase Agreement.

5.3 Conditions of the Investor’s Obligations at each Optional Closing. Unless otherwise waived, the obligations of the Investor to the Company under this Agreement are subject to the fulfillment, at or before each Optional Closing, of each of the conditions specified in Sections 5.2(a), 5.2(b), 5.2(d), 5.2(e), 5.2(f) and 5.2(h), and the pro rata portion of the Secondary Shares specified in Section 2.1(c) of this Agreement shall have been sold and delivered by the Selling Stockholders to the Investor in accordance with the Secondary Share Stock Purchase Agreement.

6. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Investor under this Agreement are subject to the fulfillment, at or before each Closing, of each of the following conditions, unless otherwise waived:

6.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 4 shall be true and correct in all material respects on and as of the Closing.

6.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by the Investor at or prior to the Closing shall have been performed or complied with in all material respects.

6.3 Qualifications. All authorizations, approvals or permits, if any, of any Governmental Entity required in connection with the lawful issuance and sale of the Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

7. Miscellaneous

7.1 Amendments and Waivers. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by (i) the Investor and (ii) the Company. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon the Investor and each transferee of the Securities, each future holder of all such Securities, and the Company.

7.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed to the Person’s address, facsimile number or electronic mail address as follows:

(a)	if to the Company: [NTD: notice address to be provided.]

(b)	if to the Investor:
	Meritservus Secretaries Limited
	Attn: Ervington Investments Limited
	Eftapaton Court, 256 Makarios Avenue
	CY-3105 Limassol, Cyprus

	With a copy to:

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	Attn: Mike Danaher
	Wilson Sonsini Goodrich & Rosati
	650 Page Mill Road
	Palo Alto, CA 94304

7.3 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

7.4 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Company without the prior written consent of the Investor. Any attempt by the Company without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Notwithstanding anything herein to the contrary, the Investor may assign its rights and obligations hereunder to any Affiliate of the Investor, and upon such assignment, such Affiliate will be deemed the “Investor” for all purposes hereunder.

7.5 Entire Agreement. This Agreement, and the documents referred to herein (including the Certificate of Designation for the Series C Preferred Stock), constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

7.6 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to 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-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 to this Agreement, shall be cumulative and not alternative.

7.7 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

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7.8 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

7.10 Electronic Execution and Delivery. A facsimile, telecopy, PDF, email or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy, PDF, email or other reproduction hereof.

7.11 Jurisdiction; Venue. Each of the parties hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 7.2 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

7.12 Survival; Nature of Investor’s Obligations. Unless otherwise set forth in this Agreement, the warranties, representations and covenants of the Company and the Investor 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 Investor or the Company. The Company agrees to indemnify and hold harmless the Investor and its affiliates from and against all losses, liabilities, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to: (a) any inaccuracy in or breach of any of the representations and warranties of the Company contained in this Agreement or any document to be delivered in accordance with the terms of this Agreement, or (b) the liabilities of the Company’s former subsidiary Crystal Magic, Inc., or Crystal Magic Inc.’s past, present or future owners.

7.13 Efforts to Consummate. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Section 5 and Section 6).

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7.14 Expenses. The Company and the Investor shall each pay their own expenses in connection with the transactions contemplated by this Agreement; provided, however, that if the Initial Closing is effected, the Company will reimburse the documented fees of financial, commercial and legal representation to the Investor, including for work in connection with subsequent closings, amendments or modifications to the Transaction Documents, if any, and SEC filings. Such reimbursement shall not exceed $170,000. Payment will be made, at the Investor’s option, by direct payment at Closing to the parties listed on Schedule 2, by payment to Investor or by offset against the funds to be paid by Investor at any Closing or any combination of the foreoing. In addition to the reimbursement specified above in this Section 7.14, the Company will reimburse the Investor for the reasonable costs incurred by the Investor in connection with recruiting new key employees to the Company following the Closing.

7.15 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

7.16 Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Investor or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless the Investor 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.

7.17 Confidentiality. The Investor agrees that, except with the prior written permission of the Company, it shall keep confidential and shall not disclose, divulge or use for any purpose (other than to monitor its investment in the Company, including the prosecution or defense of any of its rights or obligations) any confidential information obtained from the Company in connection with the negotiation, execution or delivery of this Agreement or the other Transaction Agreements, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 7.17 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any of the Securities from the Investor, if such prospective purchaser signs a non-disclosure agreement reasonably satisfactory to the Company; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that the Investor informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, nothing in this Section 7.17 shall prohibit the Investor and its Affiliates, from on or after the Initial Closing, (A) making or disseminating any public announcement or statement with respect to the transactions contemplated by this Agreement, regardless of form or medium, provided that such announcement or statement does not disclose the Purchase Price or the minimum investment, (B) referring to this Agreement or the transactions contemplated hereby in the Investor’s or its Affiliates’ marketing materials or website or (C) making or disseminating any information to the Investor’s or its Affiliates’ respective current or prospective limited partners and financing sources. The provisions of this Section 7.17 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto with respect to the transactions contemplated hereby. Following the Initial Closing, the Company shall provide the Investor with a draft press release announcing the financing, which press release shall only be issued with the prior written approval of the Investor, acting reasonably.

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7.18 Consistent Reporting. Unless otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Code, the Parties shall (i) treat the Series C Preferred Stock as stock which participates in corporate growth to a significant extent within the meaning of Treasury Regulation Section 1.305-5(a), and not as preferred stock for purposes of Section 305 of the Code and the Treasury Regulations thereunder, (ii) treat any conversion of a share of Series C Preferred Stock into Common Stock pursuant to the terms thereof as a “recapitalization” pursuant to Section 368(a) of the Code in which no gain or loss is recognized and no dividend income is includable, (iii) not treat the accumulating Series C Preference (as such term is defined in the Certificate of Designation for the Series C Preferred Stock) as taxable pursuant to Section 305 of the Code and (v) file all Tax Returns on a basis consistent with the foregoing. In the event of any Tax audit or other proceeding regarding any of the foregoing, the Company shall (x) promptly notify the Investor and keep the Investor apprised of all stages and developments concerning such audit or other proceeding and (y) contest in good faith, taking into account the interests of the Investor, any such audit or proceeding in a manner consistent with clauses (i) through (iv) of the first sentence of this Section 7.18.

7.19 Knowledge of the Company. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge, after due inquiry, of John Huemoeller and Alexander Lustig.

[Signature Pages Follow]

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The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above.

	the company:

	PROPELL TECHNOLOGIES GROUP, Inc.

	By:	/s/ John Huemoeller
		Name: John Huemoeller

		Title: Chief Executive Officer

Signature Page to Series C Preferred Stock Purchase Agreement of PROPELL TECHNOLOGIES GROUP, Inc.

EXECUTION VERSION

The parties have executed this Series C Preferred Stock Purchase Agreement as of the date first written above.

	The Investor:

	ERVINGTON INVESTMENTS LIMITED

	By:	/s/ Maria Damianou
		Name: Maria Damianou

		Title: Director

Signature Page to Series C Preferred Stock Purchase Agreement of PROPELL TECHNOLOGIES GROUP, Inc.

EXHIBITS

Exhibit A -	Form of Certificate of Designation for the Series C Preferred Stock

Exhibit B -	Form of Investors’ Rights Agreement

Exhibit C -	Form of Stockholders Agreement

Exhibit D -	Form of Legal Opinion of Counsel to the Company

Exhibit E -	Form of Indemnification Agreement

Exhibit F -	Form of Amended and Restated Bylaws

Exhibit G -	Corporate Charter

Exhibit H -	Form of Subordination and Voting Agreement

Schedule 1 -	Selling Stockholders

Schedule 2 -	Transaction Expenses

SCHEDULE 1

SELLING STOCKHOLDERS

FIRST CLOSING

Name of Stockholder	Number of Series A-1 Preferred Shares		Number of Common Shares Equivalent		Number of Common Shares		Total Common Shares Equivalent

Stufforg Limited Company		1,250,000		12,500,000				12,500,000
Landa Enterprises LTD SA		500,000		5,000,000				5,000,000
Oxnard Universal						2,384,794		2,384,794
Prind Consulting Limited						5,175,206		5,175,206
Joseph W Abrams and Patricia G Abrams Family Trust		375,000		3,750,000				3,750,000
Strategic IR, Inc.		312,500		3,125,000		64,990		3,189,990

Totals		2,437,500		24,375,000		7,624,990		31,999,990

SECOND CLOSING

Name of Stockholder	Number of Series A-1 Preferred Shares		Number of Common Shares Equivalent		Number of Common Shares		Total Common Shares Equivalent

Yuzhik Limited Company		300,000		3,000,000				3,000,000
Landa Enterprises LTD SA		400,000		4,000,000				4,000,000
Store and Navigation BVI						10,520,000		10,520,000
Realcom Limited (Anguilla)						12,500,000		12,500,000
Greencloud Limited (Nevis)						12,500,000		12,500,000
Pansies Limited Company						3,000,000		3,000,000
Prind Consulting Limited						3,780,000		3,780,000
Anuta Limited (Seychelles)						12,500,000		12,500,000
Strategic IR, Inc.						1,877,477		1,877,477

Totals		700,000		7,000,000		56,677,477		63,677,477

Exhibit 10.2

EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, INC.

STOCKHOLDER AGREEMENT

February 19, 2015

PROPELL TECHNOLOGIES GROUP, INC.

STOCKHOLDER RIGHTS AGREEMENT

This Stockholder Agreement (this “Agreement”) is dated as of February 19, 2015 and is made by and among Propell Technologies Group, Inc., a Delaware corporation (the “Company”), Ervington Investments Limited, duly organized under the laws of the Republic of Cyprus (the “Investor”), and the persons and entities listed on Exhibit A-1 (each, a “Holder” and collectively, the “Holders”).

Recitals

WHEREAS, the Company has agreed to sell up to four million five hundred thousand (4,500,000) shares of its Series C Preferred Stock to the Investor under a Series C Preferred Stock Purchase Agreement (“Purchase Agreement”) dated as of the date hereof; and

WHEREAS, the conclusion of this Agreement is a condition to the Investor’s purchase of shares under the Purchase Agreement.

The parties therefore agree as follows:

Section 1

Definitions

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) “Change of Control Transaction” shall mean (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than (i) a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), (ii) a merger effected exclusively to change the domicile of the Company, or (iii) a sale of stock for capital raising purposes in which the Company is the surviving corporation; (b) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; or (c) the sale or grant of an exclusive license of all or substantially all of the intellectual property of the Company.

(b) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(d) “Private Sale” shall mean a Transfer of Shares other than pursuant to a Public Sale, as defined herein, or a sale pursuant to an underwritten public offering.

(e) “Public Sale” shall mean a sale of Shares into the public market through a broker or dealer in compliance with the manner of sale requirements of subsections (f) and (g) of Rule 144 promulgated under the Securities Act of 1933, as amended.

(f) “Seller” means any Holder proposing to Transfer Shares.

(g) “Shares” means all shares of Common Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock of the Company owned as of the date hereof, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

(h) “Transfer,” “Transferring,” “Transferred,” or words of similar import, mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except:

(i) any transfers of Shares by a Seller to Seller’s spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of Seller, or to a trust or trusts for the exclusive benefit of Seller or those members of Seller’s family specified in this Section 1.1(q)(i) or transfers of Shares by Seller by devise or descent; provided that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller;

(ii) any bona fide gift effected for tax planning purposes, provided that the pledgee, transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller;

(iii) by operation of law; and

(iv) any transfer to the Company.

Section 2

Election of Directors

2.1 Voting. During the term of this Agreement, each Holder agrees to vote all Shares held or controlled by the Holder in such manner as may be necessary to (i) maintain a board composition consisting of the Series C Directors (as defined in the Company’s Certificate of Incorporation, as amended, Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock, Certificate of Designations, Rights and Preferences of the Series B Convertible Preferred Stock and Certificate of Designation for the Series C Preferred Stock (collectively, the “Charter”)) plus two additional directors (the “Other Directors”), and (ii) to elect and to maintain in office the persons chosen as Designees pursuant to Section 2.2.

2.2 Designation of Directors. The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

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(a) One Designee shall be chosen by Vladimir Skigin (the “Skigin Designee”), as long as the holders listed in Exhibit A-1 hold at least, in aggregate, 10,000,000 shares of either Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock of the Company, shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof ( subject to adjustment for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) .

(b) One Designee shall be chosen by Alexander Lustig (the “Lustig Designee”), as long as the holders listed in Exhibit A-2 hold at least, in aggregate, 10,000,000 shares of either Common Stock, Series A-1 Preferred Stock, and Series B Preferred Stock of the Company, shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof (subject to adjustment stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like).

(c) If at any time the voting thresholds required for Vladimir Skigin to choose a Designee are no longer met, but the holders listed in Exhibit A-2 hold at least, in aggregate, 20,000,000 shares of either Common Stock, Series A-1 Preferred Stock, and Series B Preferred Stock of the Company shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof (subject to adjustment for stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) then two Designees shall be selected by Alexander Lustig

(d) If at any time the voting thresholds required for Alexander Lustig to choose a Designee set forth in paragraph (b) above are no longer met, but the holders listed in Exhibit A-1 hold at least, in aggregate, 20,000,000 shares of either Common Stock, Series A-1 Preferred Stock, and Series B Preferred Stock of the Company shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof (subject to adjustment for stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) then two Designees shall be selected by Vladimir Skigin.

(e) If at any time the voting thresholds set forth in either paragraph (a) or (b) required for one of Vladimir Skigin or Alexander Lustig to choose a Designee are no longer met and neither the holders listed in Exhibit A-1 or Exhibit A-2 hold at least, in aggregate, 20,000,000 shares of either Common Stock, Series A-1 Preferred Stock, and Series B Preferred Stock of the Company shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof (subject to adjustment for stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) but either the holders listed on Exhibit A-1 or Exhibit A-2 hold at least, in aggregate, 10,000,000 shares of either Common Stock, Series A-1 Preferred Stock, and Series B Preferred Stock of the Company shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock or any combination thereof (subject to adjustment for stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like) then one Designee shall be selected by either Vladimir Skigin or Alexander Lustig as determined above.

(f ) If at any time the voting thresholds required for both Vladimir Skigin and Alexander Lustig to choose a Designee as set forth in paragraph (a) or (b) above are no longer met and neither of the thresholds set forth in paragraphs (c) or (d) above are met then two Designees shall be selected affirmative vote of the Holders of a majority of all Shares held by Holders.

2.3 Changes in Designees. As long as the applicable voting thresholds in Section 2.2 are met, Holders agree to vote to remove the Skigin Designee from the Board if requested by Vladimir Skigin and to remove the Lustig Designee if requested by Alexander Lustig.

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In the event of a request by Vladimir Skigin or Alexander Lustig to remove or elect a Designee, the Company shall take such reasonable actions as are necessary to facilitate such removal or election, including, without limitation, soliciting the votes of the appropriate stockholders.

2.4 No “Bad Actor” Disqualification. The Holders agree not to elect or to maintain in office any Designee that is subject to any of the “bad actor” disqualifications described in Rule 506(d) under the Securities Act of 1933, as amended (“Disqualification Events”).

2.5 Investor Vote. As long as the applicable voting thresholds in Section 2.2 are met, Investor agrees to vote to appoint the Designees chosen by Vladimir Skigin and Alexander Lustig.

DRAG-ALONG RIGHTS

2.5 Drag-Along Rights. If the Company’s Board of Directors and the Investor approve a Change of Control Transaction, each of the Holders agrees (i) to vote all shares of capital stock held by such party in favor of such Change of Control Transaction, (ii) to sell or exchange all shares of capital stock then held by such party pursuant to the terms and conditions of such Change of Control Transaction, (iii) not to exercise any dissenter’s rights or rights of appraisal under applicable law at any time with respect to the Change of Control Transaction, and (iv) not to deposit, and to cause the Holder’s affiliates not to deposit, except as provided in this Agreement, any shares of capital stock then held by such party or its affiliate in a voting trust or subject any shares of capital stock then held by such party to any arrangement or agreement with respect to the voting of such shares of capital stock, unless specifically requested to do so by the acquirer in connection with such Change of Control Transaction, subject to the following conditions:

(a) No party shall be required to make any representation, covenant or warranty in connection with the Change of Control Transaction, other than as to such party’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of capital stock proposed to be sold by such party;

(b) The consideration payable with respect to each share in each class or series as a result of such Change of Control Transaction is the same (except for cash payments in lieu of fractional shares) as for each other share in such class or series;

(c) Each class and series of capital stock of the Company will be entitled to receive the same form of consideration (and be subject to the same indemnity and escrow provisions) as a result of such Change of Control Transaction; and

(d) The payment with respect to each share of capital stock is an amount at least equal to the amount payable in accordance with the Charter, if such Change of Control Transaction were deemed a liquidation, dissolution or winding up as contemplated by the Charter.

(e) Notwithstanding the foregoing, the restrictions provided in this Section 3.1 will not apply to the Change of Control Transaction if the other party in transaction is an entity that controls, is controlled by, or is under common control with the Investor.

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Section 3

RIGHT OF FIRST REFUSAL

3.1 General. Before a Seller may Transfer any Shares in a Private Sale or in a Public Sale, Seller must comply with the provisions of this Section 4.

3.2 Right of First Refusal on Private Sales.

(a) Notice of Proposed Private Transfer. Prior to Seller Transferring any of its Shares in a Private Sale, Seller shall deliver to the Company and the Investor a written notice (the “Transfer Notice”), stating: (i) Seller’s bona fide intention to Transfer such Shares; (ii) the name, address and phone number of each proposed purchaser or other transferee (each, a “Proposed Transferee”); (iii) the aggregate number of Shares proposed to be Transferred to each Proposed Transferee (the “Offered Shares”); (iv) the cash price for which Seller proposes to Transfer the Offered Shares (the “Offered Price”); and (v) the Investor’s right to exercise its right of first refusal with respect to the Offered Shares.

(b) Exercise by the Investor. The Investor shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in the Transfer Notice by giving written notice to Seller within twenty days of the effective date of the Transfer Notice. The closing of the Investor’s purchase of Offered Shares shall be completed within ten days of the Investor’s election to purchase such shares. At such closing, the Investor will pay the Offered Price by cash or wire transfer as the Seller may elect, and the Seller shall deliver to the Investor one or more certificates properly endorsed for transfer representing the Offered Shares being purchased.

3.3 Right of First Refusal on Public Sales.

(a) Notice of Proposed Public Sale. Prior to the Seller selling any of its Shares in a Public Sale, Seller shall deliver to the Company and the Investor a written notice (the “Public Sale Notice”), stating: (i) Seller’s bona fide intention to sell such Shares; (ii) the aggregate number of Shares proposed to be sold the (the “Public Sale Offered Shares”); (iii) the cash price per share for which the Seller proposes to sell the Public Sale Offered Shares (the “Public Sale Offered Price”); and (iv) the Investor’s right to exercise its right of first refusal with respect to the Public Sale Offered Shares.

(b) Exercise by the Investor. The Investor shall have the right to purchase all or any part of the Public Sale Offered Shares at the Public Sale Offered Price by written notice to the Seller within ten days of the effective date of the Public Sale Notice (the “Exercise Period”). The closing of the Investor’s purchase of the Public Sale Offered Shares shall be completed within ten days of the Investor’s election to purchase such shares. At such closing, the Investor will pay the Public Sale Offered Price by cash or wire transfer as the Seller may elect, and the Seller shall deliver to the Investor one or more certificates properly endorsed for transfer representing the Public Sale Offered Shares being purchased. Notwithstanding the foregoing, in the event a Public Sale Notice is delivered by John Huemoeller or John Zotos, all references to “ten days” in this Section 4.3(b) shall be replaced with “five Business Days”.

(c) Remaining Shares. For ninety (90) days following the expiration of the Exercise Period, Seller shall have the right to complete a Public Sale of all or any part of the Public Sale Offered Shares at a price equal to or above the Public Sale Offered Price. After such period, the Seller may not complete a Public Sale without again complying with this Section 4.3.

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3.4 Restrictions on Transfer.

(a) Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 4 or in Section 5. Each certificate representing the Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND VOTING RESTRICTIONS, BOTH AS SET FORTH IN A STOCKHOLDER RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

Section 4

Market Stand-Off

4.1 Market Stand-off. Neither the Investor nor any Holder may sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Shares prior to the earlier of the Second Closing (as defined in the Purchase Agreement) or the expiration of the Seller’s obligations to purchase the Second Tranche (as defined in the Purchase Agreement).

Section 5

Covenants

5.1 Additional Holders. From the date of this Agreement, the Company shall require each member of management holding equity incentives granted by the Company (including Common Stock, options to purchase Common Stock and restricted stock units) totaling 500,000 or more shares of Common Stock or Common Stock equivalents to become a party to this Agreement as a Holder by signing a counterpart signature page.

Section 6

Miscellaneous

6.1 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by (i) the Investor and (ii) the Holders holding a majority-in-interest of the Common Stock and Series A-1 Preferred Stock; provided, however, that additional Holders may become parties to this Agreement without any amendment of this Agreement or any consent or approval of any Holder. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of a majority-in-interest and the Investor will have the right and power to diminish or eliminate all rights of such Holder under this Agreement.

6.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed to the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof, with a copy (which shall not constitute notice) to Michael Danaher, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, CA 94304;

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6.3 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

6.4 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Holder without the prior written consent of the Investor. Any attempt by a Holder without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Notwithstanding anything herein to the contrary, any Holder may assign its rights and obligations hereunder to any Affiliate of such Holder, and upon such assignment, such Affiliate will be deemed an “Holder” for all purposes hereunder. For purposes of this Agreement, “Affiliate” means (i) with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or (ii) with respect to any Person that is controlled by a trust, any other Person that is directly or indirectly controlling, controlled by or under common control with such trust or a Person who is a beneficiary of such trust or another trust with a common beneficiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. The term “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

6.5 Entire Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

6.6 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to 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-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 to this Agreement, shall be cumulative and not alternative.

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6.7 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

6.8 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

6.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

6.10 Electronic Execution and Delivery. A facsimile, telecopy, PDF, email or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy, PDF, email or other reproduction hereof.

6.11 Jurisdiction; Venue. Each of the parties hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 7.2 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

6.12 Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

6.13 Termination Upon Change of Control. Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon a Change of Control Transaction.

6.14 Conflict. In the event of any conflict between the terms of this Agreement and the Charter or the Company’s bylaws, the terms of the Charter or the Company’s bylaws, as the case may be, will control.

6.15 Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

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6.16 Aggregation of Stock. All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

6.17 Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(signature page follows)

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The parties are signing this Stockholder Rights Agreement as of the date stated in the introductory clause.

	COMPANY

	PROPELL TECHNOLOGIES GROUP, INC.

	By:	/s/ John Huemoeller

	Name:	John Huemoeller

	Title:	Chief Executive Officer

(Signature page to the Stockholder Rights Agreement)

The parties are signing this Stockholder Rights Agreement as of the date stated in the introductory clause.

	INVESTOR

	ERVINGTON INVESTMENTS LIMITED

	By:	/s/ Maria Damianou

	Name:	Maria Damianou

	Title:	Director

(Signature page to the Stockholder Rights Agreement)

The parties are signing this Stockholder Rights Agreement as of the date stated in the introductory clause.

	HOLDER

		/s/ Alexander Lustig
	Name:	Alexander Lustig

		/s/ Vladimir Skigin
	Name:	Vladimir Skigin

	Strategic IR, Inc.

	By:	/s/ Anna Mosk
	Name:	Anna Mosk
	Title:	President

		/s/ John Huemoeller
	Name:	John Huemoeller

		/s/ John Zotos
	Name:	John Zotos

		/s/ Viktoriia Akhmetova
	Name:	Viktoriia Akhmetova

(Signature page to the Stockholder Rights Agreement)

EXHIBIT A

HOLDERS

Alexander Lustig

Vladimir Skigin

Strategic IR, Inc.

John Huemoeller

John Zotos

Viktoriia Akhmetova

EXHIBIT A-1

Vladimir Skigin Viktoriia Akhmetova

or any entity controlled by either Vladimir Skigin or Viktoriia Akhmetova

EXHIBIT A-2

Alexander Lustig

Strategic IR, Inc.

Viktoriia Akhmetova

or any entity controlled by Alexander Lustig or Strategic IR, Inc.

Exhibit 10.3

PROPELL TECHNOLOGIES GROUP, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of February 19, 2015, and is between Propell Technologies Group, Inc., a Delaware corporation (the “Company”), and Ivan Persiyanov (“Indemnitee”).

RECITALS

A. Indemnitee’s service to the Company substantially benefits the Company.

B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D. In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E. This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1. Definitions.

(a) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 1(a), the following terms shall have the following meanings:

(1) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(2) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.

(b) “Corporate Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.

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(f) “Expenses” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.

(i) Reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

5. Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding):

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(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

(d) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required by applicable law; or

(e) if prohibited by applicable law.

8. Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.

9. Procedures for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

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(b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s counsel to the extent (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company is not financially or legally able to perform its indemnification obligations or (v) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

(d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.

(e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld.

(f) The Company shall not settle any Proceeding (or any part thereof) without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

10. Procedures upon Application for Indemnification.

(a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

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(b) Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within twenty days after such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption.

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(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

12. Remedies of Indemnitee.

(a) Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within twenty days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement.

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(b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 60 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

13. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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15. Primary Responsibility. The Company acknowledges that Indemnitee has certain rights to indemnification and advancement of expenses provided by [Greenleas International Holdings Ltd.] and certain affiliates thereof (collectively, the “Secondary Indemnitors”). The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement, and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. The Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third party beneficiaries of the terms of this Section 15.

16. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.

17. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.

18. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

19. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof.

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20. Duration. This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

21. Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

22. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

23. Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

24. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation and bylaws and applicable law.

25. Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

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26. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:

(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or

(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at [_________], or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to [________].

27. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

29. Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(signature page follows)

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The parties are signing this Indemnification Agreement as of the date stated in the introductory sentence.

	PROPELL TECHNOLOGIES GROUP, INC.

	/s/ John Huemoeller


	(Signature)

	John Huemoeller


	(Print name)

	Chief Executive Officer


	(Title)

	/s/ Ivan Persiyanov
	(Signature)

	Ivan Persiyanov
	(Print name)


	(Street address)


	(City, State and ZIP)

Exhibit 99.1

EXECUTION VERSION

PROPELL TECHNOLOGIES GROUP, INC.

SECONDARY SHARE STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is dated as of February 19, 2015, and is made by and between Ervington Investments Limited (the “Buyer”), and the individuals listed on Schedule A attached hereto (the “Sellers”).

RECITALS

WHEREAS, Propell Technologies Group, Inc. (the “Company”) has agreed to sell up to four million five hundred thousand (4,500,000) shares of its Series C Preferred Stock to Buyer under a Series C Preferred Stock Purchase Agreement (“Primary Purchase Agreement”) dated as of the date hereof, such shares of Series C Preferred Stock to be convertible into 120,000,000 shares of Common Stock of the Company;

WHEREAS, as an inducement to Buyer to enter into the Primary Purchase Agreement, Sellers have offered to sell to Buyer up to an additional 95,677,467 shares of stock of the Company (on an as-converted basis) consisting of 64,302,467 shares of outstanding Common Stock (the “Common Shares”), and an additional 3,137,500 shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Shares” and together with the Common Shares, the “Seller Shares”), to be sold in connection with sales of Series C Preferred Stock under the Primary Purchase Agreement;

WHEREAS, the Sellers desire to sell to Buyer, and Buyer desires to purchase from the Sellers, the Seller Shares on the terms and subject to the conditions set forth herein, such purchase, sale and delivery to take place in such amounts and at such times as set forth on Schedule A hereto.

Section 1

SALE

1.1 Sale of Shares. Subject to the terms and conditions of this Agreement, each of the Sellers agrees to sell to Buyer, and Buyer agrees to purchase from each of the Sellers, the Seller Shares at a purchase price of $0.001 per share (the “Purchase Price”).

Section 2

Closing and Delivery

2.1 First Closing. The initial closing of the sale and purchase of the Seller Shares pursuant to this Agreement shall take place on the Initial Closing (as defined in the Primary Purchase Agreement) (the “First Closing”).

(a) First Tranche Sale. At the First Closing, (i) each of the Sellers shall sell to Buyer the number of Seller Shares set forth opposite the Seller’s name on Schedule A under the heading “First Closing” and shall deliver to Buyer stock certificates registered in the Seller’s name representing not less than the number of Seller Shares being sold at the First Closing together with duly executed Assignments Separate from Certificate in the form attached as Schedule B hereto (the “Assignments”), and (ii) Buyer shall deliver the Purchase Price for such shares to the Sellers by check payable to the Seller or wire transfer in accordance with the Seller’s instructions.

(b) Second Tranche Escrow. At the First Closing, each of the Sellers also shall deliver to Nevada Agency & Transfer Company (including any successor or substitute escrow agent, the “Escrow Agent”) (i) stock certificates registered in the Seller’s name representing the number of Seller Shares as set forth opposite the Seller’s name on Schedule A under the heading “Second Closing” (the “Second Tranche Certificates”), and (ii) three (3) duly executed Assignments Separate from Certificate for each of the Second Tranche Certificates in the form attached as Schedule B hereto. The Escrow Agent shall hold the Second Tranche Certificates and Assignments in escrow pending the Second Closing. Each Seller hereby authorizes the Escrow Agent at each Second Closing or Optional Closing to take all such actions necessary to deliver to Buyer title to stock certificates for the Seller Shares being sold at such Closing. Each Seller hereby acknowledges that the Escrow Agent is so appointed as the escrow holder as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Notwithstanding the foregoing, the parties hereto acknowledge that a substitute escrow agent may be appointed under the terms of the Escrow Agreement of even date herewith by and among Buyer, Sellers and Escrow Agent (the “Escrow Agreement”).

2.2 Second Closing. At the Second Closing under the Primary Purchase Agreement, (i) each of the Sellers shall sell to Buyer the Seller Shares set forth opposite the Seller’s name on Schedule A under the heading “Second Closing” (the “Second Closing Shares”), (ii) the Escrow Agent shall deliver to Buyer stock certificates registered in the Seller’s name representing the Second Closing Shares (less Shares purchased in Optional Closings) together with duly executed Assignments, and (iii) Buyer shall deliver the Purchase Price for such shares to the Escrow Agent, who will deliver to each Seller their respective portion of the Purchase Price for such shares by check payable to the Seller or wire transfer in accordance with the Seller’s instructions.

2.3 Optional Closings. Notwithstanding Section 2.2 above, Buyer has the option under the Primary Purchase Agreement to purchase from time to time any portion of the shares of Series C Preferred Stock of the Company under the Second Tranche (as defined under the Primary Purchase Agreement) at one or more optional closings (each, an “Optional Closing”) at any time prior to the Second Closing or expiration of Buyer’s right to purchase shares in the Second Closing. At each Optional Closing, Buyer shall acquire from each Seller the same proportion of the Seller’s remaining Second Closing Shares as the number of shares of Series C Preferred Stock that Buyer is purchasing at the Optional Closing bears to the remaining number of shares of Series C Preferred Stock available under the Second Tranche (the “Pro Rata Seller Shares”). Accordingly, at each Optional Closing, (i) each of the Sellers shall sell to Buyer the Seller’s Pro Rata Seller Shares, (ii) the Escrow Agent shall deliver to Buyer stock certificates registered in the Seller’s name representing not less than the number of Pro Rata Seller Shares together with duly executed Assignments, and (iii) Buyer shall deliver the Purchase Price for such shares to the Escrow Agent, who will deliver to each Seller their respective portion of the Purchase Price for such shares by check payable to the Seller or wire transfer in accordance with the Seller’s instructions. If stock certificates are delivered representing more than the number of Pro Rata Seller Shares, then shares for the difference shall be issued in the names of the Sellers and delivered to the Escrow Agent for holding pursuant to this agreement.

2.4 Return of Certificates. If Buyer’s right and Buyer’s obligation to purchase the Second Tranche Shares have expired and the Second Tranche Shares were not purchased in full, then the Escrow Agent shall return to Sellers certificates for any unsold Seller Shares.

2.5 Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that the Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

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Section 3

Representations and Warranties of the SELLER

Each of the Sellers hereby represents and warrants, to Buyer as follows:

3.1 Authorization. The Seller has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Any action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement has been taken, and the Seller has full power and authority to sell, assign and transfer the Seller Shares to Buyer. This Agreement, when executed and delivered by the Seller, will constitute a valid and legally binding obligation of the Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar law affecting creditors’ rights generally and general equitable principles.

3.2 Ownership. The Seller is the sole record and beneficial owner of the Seller Shares, and such securities are not subject to any lien, charge, pledge, claim, restrictions on transfer, mortgage, security interest, or title defect or other encumbrance of any sort (collectively “Liens”) or to any rights of first refusal of any kind, and the Seller represents that the Seller has not granted any rights to purchase such securities to any other person or entity, other than Liens that have been validly waived prior to the First Closing. The Seller has the sole right to transfer the Seller Shares to Buyer. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the creation of any Lien upon the Seller Shares. Upon the execution and delivery of this Agreement, Buyer will receive good and valid title to the Seller Shares held by the Seller, subject to no Liens retained, granted or permitted by the Seller.

3.3 Consents. No consent, waiver or approval of any third party, including a party to any agreement with the Seller, is required to be obtained by the Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except such consents as have been obtained.

3.4 Compliance with Law and Other Instruments. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not result in a violation of, or default under, any statute, rule, regulation or order of any governmental agency or body, or any instrument, judgment, order, writ, decree or contract applicable to the Seller. The Seller has received all consents or waivers necessary to transfer such Seller Shares being sold by the Seller to Buyer and such transfer is not subject to any right of notice, first refusal, preemptive, tag-along or other comparable obligations or restrictions.

3.5 Tax Consequences. The Seller has reviewed with the Seller’s own tax advisors the federal, state, local and foreign tax consequences of the transaction contemplated by this Agreement. The Seller relies solely on such advisors and not on any statements or representations of Buyer or any of its agents for the federal, state, local and foreign tax consequences to the Seller that may result from the transaction contemplated by this Agreement. The Seller understands that the Seller (and not Buyer) shall be responsible for any tax liability that may arise as a result of the transaction contemplated by this Agreement.

- 3 -

Section 4

Miscellaneous

4.1 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by Buyer and the Seller. Notwithstanding anything herein to the contrary, Schedule A to this Agreement may be amended to reallocate the Second Closing Shares to be delivered at the Second Closing or at an Optional Closing provided that (1) such amendment is signed by each Seller whose allocation has changed, (2) any new Seller becomes a signatory and agrees to be bound by the terms of this Agreement and the Escrow Agreement, (3) stock certificates representing the Seller Shares set forth on the amended Schedule A and three duly executed Assignments Separate from Certificate in the form attached as Schedule B hereto for each of the Seller Shares set forth on the amended Schedule A are deposited with the Escrow Agent and (4) the total number of Seller Shares, total number of Common Shares and total number of Series A-1 Shares required to be delivered by Sellers under the terms of this agreement shall not change.

4.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:

(a) if to the Seller, to the address as shown on such Seller’s signature page hereto; and

(b) if to Buyer, to the attention of Ervington Investments Limited, to the address shown on the Buyer’s signature page hereto or at such other current address as Buyer shall have furnished to the Seller.

4.3 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

4.4 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Seller without the prior written consent of Buyer. Any attempt by the Seller without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Notwithstanding anything herein to the contrary, Buyer may assign its rights and obligations hereunder to any Affiliate of Buyer, and upon such assignment, such Affiliate will be deemed to be “Buyer” for all purposes hereunder. For purposes of this Agreement, “Affiliate” means (i) with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or (ii) with respect to any Person that is controlled by a trust, any other Person that is directly or indirectly controlling, controlled by or under common control with such trust or a Person who is a beneficiary of such trust or another trust with a common beneficiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. The term “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

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4.5 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

4.6 Entire Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

4.7 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of the other party under this Agreement shall impair any such right, power or remedy of such 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 to this Agreement, shall be cumulative and not alternative.

4.8 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

4.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

4.10 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

4.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

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4.12 Electronic Execution and Delivery. A facsimile, telecopy, PDF, email or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy, PDF, email or other reproduction hereof.

4.13 Jurisdiction; Venue. Each of the parties hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 4.2 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

4.14 Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

4.15 Injunctive Relief. A breach of this Agreement may result in irreparable harm to Buyer and a remedy at law for any such breach will be inadequate, and in recognition thereof, Buyer will be entitled to injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by any Seller without showing or proving actual damages.

4.16 Attorney’s Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all reasonable fees, costs and expenses of appeals.

(signature page follows)

- 6 -

The parties are signing this Stock Purchase Agreement as of the date stated in the introductory clause.

	BUYER

	ERVINGTON INVESTMENTS LIMITED


	By:
	Title:

	Address:
	Meritservus Secretaries Limited
	Attn: Ervington Investments Limited
	Eftapaton Court, 256, Makarios Avenue,
	CY-3105, Limassol, Cyprus

	SELLER


	By:
	Title:

	Address:

SCHEDULE A

LIST OF SELLING STOCKHOLDERS

FIRST CLOSING

Name of Stockholder	Number of Series A-1 Preferred Shares		Number of Common Shares Equivalent		Number of Common Shares		Total Common Shares Equivalent

Stufforg Limited Company		1,250,000		12,500,000				12,500,000
Landa Enterprises LTD SA		500,000		5,000,000				5,000,000
Oxnard Universal						2,384,794		2,384,794
Prind Consulting Limited						5,175,206		5,175,206
Joseph W Abrams and Patricia G Abrams Family Trust		375,000		3,750,000				3,750,000
Strategic IR, Inc.		312,500		3,125,000		64,990		3,189,990

Totals		2,437,500		24,375,000		7,624,990		31,999,990

SECOND CLOSING

Name of Stockholder	Number of Series A-1 Preferred Shares		Number of Common Shares Equivalent		Number of Common Shares		Total Common Shares Equivalent

Yuzhik Limited Company		300,000		3,000,000				3,000,000
Landa Enterprises LTD SA		400,000		4,000,000				4,000,000
Store and Navigation BVI						10,520,000		10,520,000
Realcom Limited (Anguilla)						12,500,000		12,500,000
Greencloud Limited (Nevis)						12,500,000		12,500,000
Pansies Limited Company						3,000,000		3,000,000
Prind Consulting Limited						3,780,000		3,780,000
Anuta Limited (Seychelles)						12,500,000		12,500,000
Strategic IR, Inc.						1,877,477		1,877,477

Totals		700,000		7,000,000		56,677,477		63,677,477

Exhibit 99.2

Propell Announces $5,000,000 Strategic Equity Investment by Ervington Investments

Proceeds to scale operations and reinforce intellectual property

Houston, TX--(PRWEB - February 19, 2015) - Propell Technologies Group (OTCQB:PROP) (the “Company”) the U.S. provider of a plasma pulse based well treatment has closed the first tranche of a private financing with Ervington Investments Limited, whose ultimate beneficial owner is businessman Roman Abramovich.

The Company raised $5,000,000 from the sale of 1,525,424 shares of its Series C Preferred Stock (“Series C Preferred”) at a purchase price of $3.277777778 per share. Ervington Investments also has an option to invest an additional $9,750,000 in the Company in consideration of the issuance of an additional 2,974,576 shares of Series C Preferred. Ervington has appointed Ivan Persiyanov, an Investment Director at asset management company Millhouse LLC, as its representative to serve as a director of the Company, holding two votes of the four board votes.

Uses of proceeds include securing new tools to expand sales, R&D to further improve the plasma pulse well treatment process and strengthen the patent portfolio, repayment of all debt and accounts payable, as well as working capital.

John Huemoeller II, the Company’s President and CEO, commented: “The investment by Ervington is a strong endorsement of Propell’s innovative approach and strategy to treat oil wells by a strategic global investor with a track history of enormous success. Ervington has demonstrated its ability to grow value of its portfolio companies and we’re extremely pleased to be partnering with a group with world class value in terms of capital and strategic resources. This strategic investment should expedite our rollout plan, provide us with high level access to energy users and potential partners globally and provide the necessary funding to accomplish our goals.”

“I am pleased to join the board of Propell, a company with promising technology I believe can make an impact in the oil industry,” stated Ivan Persiyanov.

ABOUT PROPELL TECHNOLOGIES GROUP

Propell Technologies Group, Inc. (http://www.propell.com/), through its wholly owned subsidiary Novas Energy USA, is the exclusive U.S licensee of the Plasma Pulse enhanced oil recovery (EOR) well treatment that improves well production cost effectively and without acidization, hydrofracking or other chemicals. It develops and commercializes treatment and stimulation of oil wells to meaningfully improve production and enhance the recovery of oil and gas in existing wells.

SAFE HARBOR

This press release includes forward-looking statements of our current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding future financings, accelerating our commercial rollout, our growth and the potential for our technology. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in our forward-looking statements include, among others, Ervington’s decision whether or not to exercise their option, our ability to secure replacement financing on attractive terms, fuel our growth and the other factors described in our on Form 10-K for the year ended December 31, 2013, and any other filings we may make with the SEC. The information in this press release is provided only as of the date written, and we undertake no obligation to update any forward-looking statements contained in this press release on account of new information, future events, or otherwise, except as required by law.

Contact:

Propell Technologies Group, Inc
Patrick Gaynes
investors@propell.com
+1 (713) 766-5546

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