Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on September 25, 2012, OriginOil, Inc. (the "Company") filed a complaint (the "Complaint") in the US District Court Central District of California against MBD Energy Limited ("MBD") to protect its intellectual property asserting among, other things, breach of contract, conversion, fraudulent non-disclosure and unfair competition by MBD. On December 20, 2012, the Company entered into a Settlement Agreement with Mutual Releases and Covenants (the "Settlement Agreement") with MBD pursuant to which the Company agreed to a final settlement and release of claims in connection with the Complaint.

Under the Settlement Agreement, MBD has agreed, among other things, to withdraw its patent application that related to certain Company technology and provide the Company with certain assurances of non-infringement of the Company's technology and the Company has agreed, among other things, to file a dismissal of the Complaint and to withdraw its notice of default of the Master Project Agreement ("MPA") previously entered into with MBD. The Settlement Agreement provides for a continuation of the commercial relationship of the parties and that the MPA will terminate in its entirety on June 30, 2013. The Settlement Agreement also provides for a standard mutual release, denial of liability and covenant not to sue.

The Company intends to make a request for confidential treatment for certain terms of the Settlement Agreement, which request will be filed separately with the Securities and Exchange Commission. The Company expects to file a redacted copy of the Settlement Agreement as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2012 and the foregoing is qualified in its entirety by the full text of the Settlement Agreement.

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