6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: January 2014

Commission File Number:  001-35602

INFINITY CROSS BORDER ACQUISITION CORPORATION

c/o Infinity-C.S.V.C. Management Ltd.

3 Azrieli Center (Triangle Tower)

42nd Floor, Tel Aviv, Israel, 67023

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x         Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ¨ No  x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “project,” “target,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. Forward-looking statements relating to the proposed transactions discussed below include, but are not limited to: statements about the benefits of the Business Combination (as defined below) involving Infinity Cross Border Acquisition Corporation (“Infinity Corp.”, the “Company,” “we,” “our” or “us”) and Glori Energy Inc. (“Glori”), including future financial and operating results; Infinity Corp.’s and Glori’s plans, objectives, expectations and intentions; the expected timing of completion of the Business Combination; and other statements relating to the Business Combination that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the Business Combination, such risks and uncertainties include, among many others: (i) the risk that more than 4,750,000 Ordinary Shares (as defined below) will be validly tendered and not properly withdrawn prior to the Expiration Date (as defined below) which would then cause Infinity Corp. to (a) be unable to satisfy the Maximum Tender Condition and the Merger Condition (as each is defined below), (b) be unable to consummate the Business Combination and (c) withdraw the Share Tender Offer (as defined below); (ii) the risk that governmental and regulatory review of the documents for the Tender Offers (as defined below) may delay the Business Combination or result in the inability of the Business Combination to be consummated by April 25, 2014 and the length of time necessary to consummate the proposed Business Combination; (iii) the risk that a condition to consummation of the Business Combination may not be satisfied or waived; (iv) the risk that the anticipated benefits of the Business Combination may not be fully realized or may take longer to realize than expected; (v) the risk that any projections, including earnings, revenues, expenses, margins, or any other financial items are not realized; (vi) the ability to list and/or comply with Nasdaq’s continuing listing standards, including having the requisite number of round lot holders or stockholders; and (vii) the risk that the combined company’s operations may be negatively impacted by such factors as: (a) competition and competitive factors in the markets in which Glori operates; (b) the expected cost of recovering oil using the AERO System; (c) demand for Glori’s AERO System and expectations regarding future projects; (d) adaptability of the AERO System and development of additional capabilities that will expand the types of oil fields to which Glori can apply its technology; (e) plans to acquire and develop additional non-producing end of life oil fields and low-producing late-life oil fields and the availability of debt and equity financing to fund any such acquisitions; (f) the percentage of the world’s reservoirs that are suitable for the AERO System; (g) the advantages of the AERO System compared to other enhanced oil recovery methods; and (h) Glori’s ability to develop and maintain positive relationships with its customers and prospective customers. These risks, as well as other risks associated with the Business Combination, will be more fully discussed in the Schedule TO and related documentation (as defined and described below) and Registration Statement (as defined below) that will be filed with the Securities and Exchange Commission (“SEC”) in connection with the Share Tender Offer and Redomestication (as defined below). Additional risks and uncertainties are identified and discussed in Infinity Corp.’s reports filed or to be filed with the SEC and available at the SEC's website at http://www.sec.gov. Forward-looking statements included in this report speak only as of the date of this report. We undertake and assume no obligation, and do not intend, to update our forward-looking statements, except as required by law.

Important Information about the Tender Offers

The tender offer by Infinity Corp. to purchase the ordinary shares, no par value per share (the “Ordinary Shares”) of Infinity Corp. issued in Infinity Corp.’s initial public offering (the “Share Tender Offer”) and the tender offer by Infinity Corp. for the warrants issued in Infinity Corp.’s initial public offering (the “Warrant Tender Offer,” and collectively with the Share Tender Offer, the “Tender Offers”) by certain of Infinity’s sponsors including Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P., and Infinity I-China Fund (Israel 3), L.P. (collectively, the “Infinity Funds”), described in this report are being made by Infinity Corp. and the Infinity Funds, respectively, and will be made only by means of Schedule TO’s (including offers to purchase, related letters of transmittal and other offer documents), which Infinity Corp. and the Infinity Funds, respectively, intend to file with the SEC. The description of the Tender Offers in this Report of Foreign Private Issuer of Form 6-K is not an offer to buy or the solicitation of an offer to sell securities. The Schedule TO’s and related documentation on the Tender Offers and the Business Combination as well as the interests of Infinity Corp.’s officers, directors, sponsors and affiliates and of EarlyBirdCapital, Inc. (“EBC”), the managing underwriter of Infinity Corp.’s initial public offering, in the successful consummation of the Business Combination should be read carefully and considered before any decision is made with respect to the Tender Offers. These materials will be sent free of charge to all shareholders and warrantholders of Infinity Corp. when available. In addition, all of these materials (and all other materials filed by Infinity Corp. with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.  Security holders may also obtain free copies of the documents filed with the SEC by Infinity Corp. and the Infinity Funds by directing a request to Morrow & Co., LLC, Infinity Corp.’s information agent, at 470 West Avenue, 3^rd Floor, Stamford, CT 06902, inxb.info@morrowco.com.  Shareholders and warrantholders of Infinity Corp. are urged to read the documents for the Tender Offers and the other relevant materials when they become available before making any investment decision with respect to the Tender Offers because such documents and materials will contain important information about the Tender Offers and the Business Combination.

Merger Agreement and Associated Transactions

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof.  The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 4.1.  Infinity Corp.’s shareholders, warrantholders and other interested parties are urged to read such agreement in its entirety.  Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

Structure of the Business Combination

On  January 8, 2014, Infinity Corp., Glori Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Infinity Corp. (“Infinity Acquisition”), Glori Merger Subsidiary, Inc., a wholly owned subsidiary of Infinity Acquisition (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative (the “INXB Representative”) and Glori Energy Inc., a Delaware corporation (“Glori”), entered into a Merger and Share Exchange Agreement (the “Merger Agreement”). Pursuant to the Merger Agreement, Infinity Corp., a British Virgin Islands business company, will effect a merger in which it will merge with and into Infinity Acquisition, a Delaware corporation, with Infinity Acquisition surviving the merger (the “Redomestication”). Immediately following the Redomestication, Infinity Acquisition will effect an acquisition of Glori by Merger Sub merging with and into Glori, with Glori continuing as the surviving entity (the “Transaction Merger” and, together with the Redomestication, the “Business Combination”).

In the Redomestication, the outstanding equity securities of Infinity Corp. will be cancelled and the holders of the outstanding Ordinary Shares and warrants of Infinity Corp. will receive substantially identical securities of Infinity Acquisition. In the Transaction Merger, the outstanding shares of capital stock and warrants of Glori will be cancelled in exchange for the right to receive in the aggregate 22,953,432 shares of common stock of Infinity Acquisition (“Common Stock”), subject to the amount withheld for escrow, as described below. Outstanding options of Glori will be replaced with substantially equivalent options of Infinity Acquisition, with the number of shares of Common Stock that can be acquired thereunder and the exercise price of such options revised based on the exchange ratio of Glori common stock for Infinity Acquisition Common Stock implied by the merger consideration.

Merger Consideration in the Transaction Merger

As consideration in the Transaction Merger, Infinity Acquisition (as the successor to Infinity Corp. in the Redomestication) will issue to the shareholders and warrantholders of Glori 22,953,432 shares of Common Stock at the closing of the Business Combination (the “Closing”), with 688,803 of such shares of Common Stock (or 3% of the total merger consideration) set aside in escrow for one year after the Closing to satisfy any indemnification claims under the Merger Agreement. Immediately after the Closing, the former shareholders and warrantholders of Glori will own a majority of the outstanding shares of Infinity Acquisition. Each shareholder and warrantholder of Glori will receive a share of the merger consideration calculated pro rata, based on the number of outstanding shares of Glori common stock owned by each shareholder (treating shares of Glori preferred stock on an as-converted to Glori common stock basis after giving effect to preferences for each series of preferred stock) and the number of shares of Glori common stock which can be acquired by each warrantholder (treating warrants for Glori preferred stock on an as-converted to common stock basis after giving effect to preferences for each series of preferred stock), taking into account the exercise price of such warrants. Each shareholder and warrantholder of Glori will also share in the burden of the escrow on the same pro rata basis. The former Glori shareholders and warrantholders will also be required to enter into Lock-Up Agreements restricting the transfer of the securities that they receive in the Transaction Merger, as described below under the section “Related Agreements – Lock-Up Agreements.”

Redomestication and Glori Shares Conversion

Immediately prior to the Transaction Merger, Infinity Corp. will be merged with and into Infinity Acquisition, whereupon the separate corporate existence of Infinity Corp. will cease and Infinity Acquisition will continue as the surviving corporation. In connection with the Redomestication, Infinity Corp.’s issued and outstanding securities will be converted as follows:

· Assuming no Ordinary Shares are tendered pursuant to the Share Tender Offer, each of the 5,750,000 Ordinary Shares issued in Infinity Corp.’s initial public offering then outstanding will be converted automatically into one substantially equivalent share of Common Stock of Infinity Acquisition.

· The 1,437,500 Ordinary Shares held by the founders (including those Ordinary Shares transferred to HH Energy Group, LP, as described below in the section “Management and Board of Directors Following the Business Combination”) will be converted automatically into 1,437,500 shares of Common Stock which will not be transferable for one year after the completion of the Business Combination except that: (1) 50% of such Common Stock will be released from such lock-up arrangement if the closing price of the Common Stock exceeds $9.60 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (2) the remaining 50% of such Common Stock will be released from such lock-up arrangement if the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination.

· Assuming no warrants are tendered pursuant to the Warrant Tender Offer, each of the 5,750,000 warrants issued in Infinity Corp.’s initial public offering will be converted into one warrant to purchase Common Stock of Infinity Acquisition, each exercisable for one share of Common Stock at $10.00 per share (each such warrant also referred to herein as an Infinity Acquisition Warrant).

· Each of the 4,820,000 insider warrants will be converted into 4,820,000 insider warrants of Infinity Acquisition. However, the holders of the insider warrants have agreed that Infinity Acquisition has the right to demand that the insider warrants be converted into shares of Infinity Acquisition Common Stock, at a ratio of ten warrants for one share of Infinity Acquisition Common Stock, during the 30 day period commencing 31 days after the consummation of the Business Combination; and

· The underwriters of Infinity Corp.’s initial public offering have agreed to convert the 500,000 unit purchase options of Infinity Corp. held by them or their designees into 100,000 shares of Common Stock of Infinity Acquisition upon the consummation of the Business Combination.

Infinity Acquisition will file a registration statement on Form S-4 (“Registration Statement”) to register the shares of Infinity Acquisition Common Stock and Warrants to be issued to the holders of Infinity Corp.’s Ordinary Shares and Warrants in the Redomestication.

In the Transaction Merger, all outstanding shares of common stock and preferred stock of Glori will be terminated and in exchange therefor the holders thereof will be entitled to receive their portion of the merger consideration as described above, with holders of Glori preferred stock being treated on an as-converted to Glori common stock basis after giving effect to preferences for each series of preferred stock. All such capital stock in Glori along with the outstanding Glori warrants will be terminated as a result of the Transaction Merger and in exchange therefor, the holders thereof shall be entitled to receive their share of the merger consideration described above.

Outstanding options of Glori will be replaced with substantially equivalent options of Infinity Acquisition (including an identical vesting schedule, except that no replacement options will be exercisable until at least one year after the Closing, except for certain exceptions for employees whose employment is terminated prior to such time), with the number of shares of Common Stock that can be acquired thereunder and the exercise price of such options revised based on the exchange ratio of Glori common stock for Infinity Acquisition Common Stock implied by the merger consideration (including the escrowed shares), subject to the portion subject to forfeiture as described below. In order to align the merger consideration received by the Glori optionholders and Glori stockholders, 3% of each Infinity Acquisition option issued in this exchange will be subject to potential forfeiture and an additional lockup arrangement preventing exercise, in each case, that is directly tied to the shares set aside in escrow from the merger consideration for indemnification obligations, as more fully described below under the section “Indemnification and Escrow”. In order to issue the replacement options, Glori’s stock option plan will be adopted by Infinity Acquisition with modifications to certain terms, including a proportional adjustment to the number of total awards available under the plan.

Post-Business Combination Ownership of Infinity Acquisition

After the Business Combination, assuming no redemptions of Ordinary Shares for cash in the Share Tender Offer, Infinity Corp.’s current public shareholders will own approximately 18% of Infinity Acquisition, Infinity Corp.’s current directors, officers, sponsors and affiliates will own approximately 7% of Infinity Acquisition, and the pre-Business Combination stockholders and warrantholders of Glori will own approximately 73% of Infinity Acquisition. After the Business Combination, assuming redemption by holders of 4,750,000 Ordinary Shares for cash in the Share Tender Offer, Infinity Corp.’s public shareholders will own approximately 3.6% of Infinity Acquisition, Infinity Corp.’s current directors, officers, sponsors and affiliates will own approximately 11% of Infinity Acquisition, and the pre-Business Combination stockholders and warrantholders of Glori will own approximately 83% of Infinity Acquisition.

Minimum Cash Requirement

To consummate the Transaction Merger, there must be at least $25.0 million of cash in Infinity Acquisition (such cash requirement is referred to herein as the “Minimum Cash Requirement”), including any amounts remaining in the trust account established by Infinity Corp. in connection with its initial public offering (the “Trust Account”) after taking into account the Ordinary Shares that are tendered in the Share Tender Offer and any amounts received from the PIPE Investment (as defined below), which will be consummated effective at the Closing in an amount between $8.5 million and $25.0 million. The cash in Infinity Acquisition will be used at the Closing to pay (1) certain Business Combination-related expenses, including a fee of $860,000 payable to EBC and up to an aggregate of $400,000 payable to Infinity Corp.’s officers or directors or other persons for consulting services, in any case, as determined by Infinity Corp.’s board of directors in connection with the consummation of the Business Combination, (2) advisory fees and (3) deferred legal fees from Infinity Corp.’s IPO. The remaining cash in Infinity Acquisition will be used for general corporate purposes.

Closing of the Business Combination

The Business Combination is expected to be consummated no later than five business days following the satisfaction or waiver of the conditions described below under the subsection entitled “Conditions to Closing of the Business Combination,” unless the parties agree in writing to hold the Closing at another time but no later than April 25, 2014. The Redomestication will occur immediately prior to the Transaction Merger.

Conditions to Closing of the Business Combination

The obligations of the parties to the Merger Agreement to consummate the Transaction Merger are subject to the satisfaction (or waiver by each other party) of the following specified conditions set forth in the Merger Agreement before consummation of the Transaction Merger:

· The Share Tender Offer and the Warrant Tender Offer shall have been completed;

· The SEC shall have declared Infinity Acquisition’s Registration Statement relating to the Redomestication effective, and no stop order suspending the effectiveness of such Registration Statement or any part thereof shall have been issued;

· The Redomestication shall have been consummated and the applicable filings made in the appropriate jurisdictions;

· The waiting period (and any extension thereof) applicable to the consummation of the Merger Agreement under any anti-trust laws shall have expired or been terminated;

· All consents, approvals, notices and filings required to be obtained from or made with any governmental authority or certain other third parties in order to consummate the transactions contemplated by the Merger Agreement shall have been obtained or made;

· No provisions of any applicable law and no order shall prohibit the consummation of the Closing; and

· There shall not be any action brought by a third party non-affiliate to enjoin or otherwise restrict the consummation of the Closing.

The obligation of Glori to consummate the Transaction Merger is subject to satisfaction (or waiver in writing by Glori) of the following additional conditions:

· the representations and warranties of Infinity Corp., Infinity Acquisition and Merger Sub contained in the Merger Agreement and in any certificate or other writing delivered by them pursuant to the Merger Agreement shall be true and correct on and as of the date of the Closing, as if made on such date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date) and (ii) any failures to be true and correct that do not materially and adversely affect Infinity Corp.’s, Infinity Acquisition’s or Merger Sub’s ability consummate the transactions contemplated by the Merger Agreement;

· each of Infinity Corp., Infinity Acquisition and Merger Sub shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed by it at or prior to the date of the Closing;

· no fact, event, occurrence, change or effect shall have occurred since the date of the Merger Agreement that would reasonably be expected to have a material adverse effect on any of Infinity Corp., Infinity Acquisition or Merger Sub;

· Glori shall have received a certificate signed by an authorized officer of each of Infinity Corp., Infinity Acquisition and Merger Sub regarding the first three points;

· Glori shall have received a certificate signed by the secretary of each of Infinity Corp., Infinity Acquisition and Merger Sub certifying with respect to such entity as to its organizational documents, approval of the Merger Agreement and the other ancillary agreements and the consummation of the transactions contemplated thereby, and the incumbency of its officers authorized to execute the Merger Agreement and the other ancillary agreements;

· Glori shall have received good standing certificates for each of Infinity Corp., Infinity Acquisition and Merger Sub;

· The PIPE Investment shall have been consummated for at least $8.5 million;

· The Minimum Cash Requirement shall have been met, with the Infinity Corp. expenses (excluding certain commissions payable to brokers, investment bankers or financial advisors) payable at or after the closing not exceeding $3.0 million;

· The Warrants Amendment (as defined below) shall have become effective;

· Glori shall have received a legal opinion from counsel to Infinity Corp.;

· Glori shall have received a fully-executed copy of the Escrow Agreement;

· Infinity Corp.’s Ordinary Shares and public warrants shall be listed on NASDAQ on the date of the Closing, prior to the Redomestication; and

· Glori shall have received copies of the Lock-Up Agreement executed by Infinity Acquisition and the INXB Representative and the Registration Rights Agreement executed by Infinity Acquisition.

The obligation of each of Infinity Corp., Infinity Acquisition and Merger Sub to consummate the Business Combination is subject to satisfaction of the following conditions (or waiver in writing by Infinity Corp.):

· the representations and warranties of Glori contained in the Merger Agreement and in any certificate or other writing delivered by it pursuant to the Merger Agreement shall be true and correct on and as of the date of the Closing, as if made on such date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date) and (ii) any failures to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on, or with respect to, Glori or its subsidiaries;

· Glori shall have performed in all material respects all of its obligations under the Merger Agreement required to be performed by it at or prior to the date of the Closing;

· no fact, event, occurrence, change or effect shall have occurred since the date of the Merger Agreement that would reasonably be expected to have a material adverse effect on Glori or its subsidiaries;

· Infinity Acquisition shall have received a certificate signed by an authorized officer of Glori regarding the first three points;

· Infinity Acquisition shall have received a certificate signed by the secretary of Glori certifying with respect to Glori as to its organizational documents, approval of the Merger Agreement and the other ancillary agreements and the consummation of the transactions contemplated thereby, and the incumbency of its officers authorized to execute the Merger Agreement and the other ancillary agreements;

· Infinity Acquisition shall have received good standing certificates for Glori and its subsidiaries organized in jurisdictions where good standings are readily obtainable;

· Infinity Acquisition shall have received employment agreements from certain executive officers and key employees of Glori and its subsidiaries;

· Infinity Acquisition shall have received Lock-Up Agreements and the Registration Rights Agreement from each Glori shareholder and warrantholder (except for dissenting shareholders);

· Infinity Acquisition shall have received Warrant Termination Agreements from each Glori warrantholder;

· Infinity Acquisition shall have received an Escrow Agreement executed by Glori and the escrow agent;

· Infinity Acquisition shall have received a legal opinion from Glori’s counsel;

· Infinity Acquisition shall have received a certificate that meets the requirements of Treasury Regulation Section 1.897-2(h)(1); and

· The total consolidated indebtedness of Glori and its subsidiaries shall not exceed $6.0 million and the consolidated cash on hand of Glori and its subsidiaries (net of outstanding checks) shall be at least $15.0 million, both as modified for, as applicable, indebtedness incurred or cash used between the date of the Merger Agreement and the date of the Closing as the purchase price to acquire material assets or business of another person or entity that is permitted under the Merger Agreement.

Waivers

If permitted under applicable law, either Infinity Corp. or Glori may waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Merger Agreement. There can be no assurance that all of the conditions will be satisfied or waived.

Termination

The Merger Agreement may be terminated prior to the Closing as follows:

· By mutual written agreement of Infinity Corp. and Glori.

· By written notice by any party to the Merger Agreement if any of the closing conditions set forth in the Merger Agreement have not been satisfied by April 25, 2014 (the “Business Combination Deadline”). However, this right to terminate will not be available to a party to the Merger Agreement if the intentional failure by such party to fulfill any of the other party’s Closing conditions under the Merger Agreement has been the cause of, or resulted in, the failure of the Business Combination to occur on or before the Business Combination Date.

· By written notice by any party to the Merger Agreement if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination or the other transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable. However, this right to terminate will not be available to any party the Merger Agreement whose failure to comply with any provision of the Merger Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority.

· By written notice by Glori, if (i) there has been a breach by Infinity Corp., Infinity Acquisition or Merger Sub of any of their respective representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of such party shall have become untrue or inaccurate, in any case, which would result in a failure of the related closing conditions described above to be satisfied, and (ii) such breach or inaccuracy is incapable of being cured or is not cured within the earlier of 20 days after written notice of such breach or inaccuracy is provided by Glori or the Business Combination Deadline.

· By written notice by Infinity Corp. or Infinity Acquisition, if (i) there has been a breach by Glori of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of Glori shall have become untrue or inaccurate, in any case, which would result in a failure of the related closing conditions described above to be satisfied, and (ii) such breach or inaccuracy is incapable of being cured or is not cured within the earlier of 20 days after written notice of such breach or inaccuracy is provided by Infinity Acquisition or its affiliates or the Business Combination Deadline.

In the event that Glori, on the one hand, or Infinity Corp. or Infinity Acquisition, on the other hand, terminates the Merger prior to the Closing due to a breach by the other party as described above, the breaching party shall be required to pay the other party a terminate fee equal to 75% of its expenses (up to a maximum of $300,000) incurred in connection with the Merger Agreement and the transactions contemplated thereby.

Fees and Expenses

All expenses incurred in connection with the Merger Agreement and the Business Combination prior to the Closing will be paid by the party incurring such expense; provided, however, in the event the Business Combination is completed, Infinity Acquisition will use its cash to pay fees of Infinity Corp. related to the Business Combination.

As a result of the Business Combination, Infinity Acquisition will owe EBC an advisory fee equal to $860,000, and fees for other advisors it may engage, which will be paid at the Closing with the cash in Infinity Acquisition. The board of directors of Infinity Corp. currently anticipates that if the Closing occurs, it will also pay to its officers, directors and consultants fees in an aggregate amount of $400,000 in connection with the consummation of the Business Combination.

As a result of the Business Combination, Glori will owe Gentry Capital Advisors LLC, its prior financial advisor, a fee of $400,000 for its services in introducing Infinity Corp. to Glori.

Management and Board of Directors Following the Business Combination

Immediately following the Closing, the board of directors of Infinity Acquisition will have a staggered structure with two classes of directors (A and B) serving two year terms, with the initial tenure for the Class A directors being one year and the initial tenure for the Class B directors being two years. The board shall consist of twelve members, ten of whom shall be the directors of Glori prior to the Closing and the remaining two of whom shall be appointed by Infinity Acquisition prior to the Closing or by the INXB Representative thereafter.  It is presently contemplated that Mark Chess, Executive Vice President of Infinity Corp., Thomas O. Hicks, who has been appointed as a director of Infinity Corp. as described below, John Clarke, Dr. Ganesh Kishore, Mark Puckett and Jasbir Singh will each serve as a Class B director, and that Stuart Page, Matthew Gibbs, Jonathan Schulhof, Michael Schulhof, Larry Aschebrook, and Damon L. Rawie will each serve as a Class A director. The parties will work together to ensure that a majority of the directors qualify as independent directors under the rules of the SEC and NASDAQ. Following the Closing, the officers of Glori shall serve as the officers of Infinity Acquisition.

On January 7, 2014, Thomas O. Hicks joined the board of directors of Infinity Corp. In connection with Mr. Hicks’ appointment, Infinity Corp.’s original sponsors sold 575,000 founder shares to HH Energy Group, LP, an affiliate of Mr. Hicks. Additionally, on January 7, 2014 HH Energy Group, LP entered into the share purchase agreement in connection with the PIPE Investment, as described under the section “Related Agreements – PIPE Investment.”

Tender Offers

Prior to the Closing, Infinity Corp. is obligated by its memorandum and articles of association to undertake the Share Tender Offer pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act. Through the Share Tender Offer, shareholders of Infinity Corp. will be provided with the opportunity to redeem their Ordinary Shares for cash equal to their pro rata share of the aggregate amount then on deposit in Infinity Corp.’s Trust Account, upon the consummation of the Business Combination. Under the terms of the Share Tender Offer, the obligation of Infinity Corp. to purchase Ordinary Shares validly tendered and not properly withdrawn pursuant to the Share Tender Offer will be subject to, among other things, the following conditions: (i) no more than 4,750,000 Ordinary Shares having been validly tendered and not properly withdrawn prior to the expiration date (the “Expiration Date”) of the Share Tender Offer (the “Maximum Tender Condition”); and (ii) the Transaction Merger, in Infinity Corp.’s reasonable judgment to be determined immediately prior to the Expiration Date, is capable of being consummated contemporaneously with the Share Tender Offer, but in no event later than five business days after the Expiration Date (the “Merger Condition”).

Additionally, prior to the Closing, the Infinity Funds are obligated to undertake the Warrant Tender Offer to purchase up to 5,750,000 of Infinity Corp.’s outstanding public warrants for $0.60 per warrant. The purpose of the Warrant Tender Offer is to provide holders of such warrants that may not wish to retain their warrants following Infinity Corp.’s initial business combination the possibility of receiving cash for their warrants. The Infinity Funds deposited an aggregate of $3,450,000 with Continental Stock Transfer & Trust Company into a segregated escrow account (representing $0.60 per warrant for up to 5,750,000 warrants) to fund the Warrant Tender Offer. The Infinity Funds will commence the Warrant Tender Offer in connection with the Business Combination after the commencement of the Share Tender Offer. The Warrant Tender Offer will be consummated, if at all, upon the consummation of the Business Combination.

Representations and Warranties

In the Merger Agreement, Glori makes certain customary representations and warranties to Infinity Corp., Infinity Acquisition and Merger Sub. These representations and warranties, among others, relate to the following: (1) Due Organization and Good Standing; (2) Authorization; Binding Agreement; (3) Capitalization; (4) Subsidiaries; (5) Governmental Approvals; (6) Non-Contravention; (7) Financial Statements; (8) Absence of Certain Changes; (9) Compliance with Laws; (10) Permits; (11) Litigation; (12) Material Contracts; (13) Intellectual Property; (14) Taxes and Returns; (15) Real Property; (16) Personal Property; (17) Title to and Sufficiency of Assets; (18) Employee Matters; (19) Employee Benefit Plans and ERISA; (20) Environmental Matters; (21) Transactions with Related Persons; (22) Insurance; (23) Top Customers and Suppliers; (24) Books and Records; (25) Accounts Receivable; (26) Oil and Gas Matters; (27) Ethical Business Practices; (28) Money Laundering Laws; (29) OFAC; (30) Investment Company Act; (31) Finders and Investment Bankers; (32) Independent Investigation; (33) Information Supplied; and (34) Disclosure.

In the Merger Agreement, each of Infinity Corp., Infinity Acquisition and Merger Sub makes certain customary representations and warranties to Glori. These representations and warranties, among others, relate to the following: (1) Due Organization and Good Standing; (2) Authorization; Binding Agreement; (3) Governmental Approvals; (4) Non-Contravention; (5) Capitalization; (6) SEC Filings and Financial Statements; (7) Absence of Certain Changes; (8) Compliance with Laws; (9) Actions; Orders; Permits; (10) Taxes and Returns; (11) Employees and Employee Benefit Plans; (12) Intellectual Property; (13) Real and Personal Property; (14) Material Contracts; (15) Transactions with Affiliates; (16) Investment Company Act; (17) Finders and Brokers; (18) Trust Account; (19) Ownership of Purchaser Securities; (20) Ethical Business Practices; (21) Money Laundering Laws; (22) OFAC; (23) Insurance; (24) Nasdaq Fair Market Value Determination; (25) PIPE Investment; (26) Warrant Amendment; (27) Infinity Corp. UPO Termination; (28) Warrant Conversion Agreement; and (29) Independent Investigation.

Certain of the representations and warranties are qualified by materiality or material adverse effect.  For the purposes of the Merger Agreement, material adverse effect means, with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (b) the ability of such person or any of its subsidiaries to consummate the transactions contemplated by the Merger Agreement on a timely basis. However, it excludes any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following: (i) general changes in the financial or securities markets or general economic or political conditions in the United States or any other country or region in which such person or any of its subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries principally operate; (iii) changes in U.S. generally accepting accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person and its subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such person and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (except that the underlying cause of any such failure may be considered in determining whether a material adverse effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); and (vi), with respect to Infinity Corp., the consummation and effects of the Share Tender Offer or the Warrant Tender Offer; provided that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) above shall be taken into account in determining whether a material adverse effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person or any of its subsidiaries compared to other participants in the industries in which such person or any of its subsidiaries primarily conducts its businesses.

Covenants of the Parties

Each of Infinity Corp. and Glori has agreed to use their commercially reasonable efforts to take all necessary actions to effect the Business Combination and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Business Combination. Each of Infinity and Glori also covenanted to conduct its business in the ordinary course of business consistent with past practice, to comply with all applicable laws and to preserve its business and assets and to not take, without the prior consent of the other party, certain specified actions. Glori also agreed to provide Infinity Corp. with periodic financial statements until the Closing.

Infinity Corp. has agreed to keep current and timely file its public filings with the SEC and otherwise comply in all material respects with all applicable securities laws, and to use its commercially reasonable efforts to maintain the NASDAQ listing of the Ordinary Shares and its warrants.

The Merger Agreement contains covenants by the parties with respect to the Share Tender Offer and the Warrant Tender Offer, as well as with respect to the Registration Statement to register the issuance of the Infinity Acquisition shares of Common Stock and warrants to be issued in connection with the Redomestication.

The Merger Agreement also contains customary covenants related to access to properties and information, confidentiality, exclusivity and notification.

Indemnification and Escrow

Until the first anniversary of the date of the Closing, (i) Glori has agreed to indemnify Infinity Acquisition and its affiliates from any damages arising from any breach of any representation, warranty or covenant made by Glori and (ii) Infinity Acquisition has agreed to indemnify Glori from any damages arising from any breach of any representation, warranty or covenant for any pre-Closing period made by Infinity Corp., Infinity Acquisition or Merger Sub. However, except with respect to certain fundamental representations and fraud-related claims, neither party has any liability for indemnification until the related losses of Infinity Acquisition and its affiliates or Glori and its affiliates, as applicable, exceed $1.0 million in the aggregate, and then only amounts in excess of $1.0 million in the aggregate will be subject to indemnification.

Any indemnification claims against either Glori or Infinity Acquisition will be paid from the escrow account maintained by Continental Stock Transfer & Trust Company as the escrow agent under the Escrow Agreement to be entered by Glori, the INXB Representative and the escrow agent. The escrow account will consist of the 688,803 shares of Infinity Acquisition Common Stock delivered by Infinity Acquisition to the escrow agent at the Closing and any earnings on such shares other than ordinary income dividends. Each party’s indemnification obligations under the Merger Agreement will be limited to the property then remaining in the escrow account. All property in the escrow account, less any amounts reserved for pending indemnification claims, will be released on the first anniversary of the Closing for distribution to the former Glori shareholders and warrantholders, and the amounts reserved for pending claims will be distributed either to Infinity Acquisition or to the former Glori shareholders and warrantholders upon final resolution of such claims. All ordinary income dividends on the escrowed shares will be paid to the former Glori shareholders and warrantholders promptly after such dividends are paid by Infinity Acquisition and will not be retained in the escrow account.

The INXB Representative will represent Infinity Acquisition and its affiliates in connection with any indemnification claims made by or against Infinity Acquisition or its affiliates under the Merger Agreement. Glori will represent itself and its affiliates in connection with any indemnification claim made by or against Glori or its affiliates under the Merger Agreement.

In order to align the merger consideration received by the Glori optionholders and Glori stockholders, 3% of each Infinity Acquisition option issued in exchange for a Glori option as part of the Transaction Merger will be subject to potential forfeiture and an additional lockup arrangement preventing exercise, in each case, that is directly tied to the shares set aside in escrow from the merger consideration for indemnification obligations. If there is a successful indemnification claim made against Glori by Infinity Acquisition, a portion of each such Infinity Acquisition option will be forfeited in the same ratio that the escrow shares used to pay the indemnification claim bear to the total aggregate merger consideration, and if there are any escrow shares that are retained in escrow after one year to secure pending indemnification claims, a similar proportion of each Infinity Acquisition option will not be exercisable until such escrow shares are released to the Exchange Agent for distribution to the Glori stockholders and optionholders upon final resolution of such pending claims.

Trust Account Waiver

Glori agreed that it will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, and will not make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between Infinity Corp. and Glori, the Merger Agreement or any other matter, although Infinity Acquisition will have all rights of Infinity Corp. to any distributions made to Infinity Corp. upon consummation of the Business Combination after giving effect to distributions made by the trustee to holders of Ordinary Shares that tender their Ordinary Shares in the Share Tender Offer and the payment of expenses incurred by or on behalf of Infinity Corp.

Public Announcements

Infinity Corp. and Glori agreed not to make any public announcement with respect to the Merger Agreement or the Transaction Merger without the prior written consent of the other parties, except to the extent required by applicable law or the rules and regulations of a securities exchange, and in such case the party making such announcement shall provide the other parties with reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

Related Agreements

This section describes the material provisions of certain additional agreements to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof.  The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits.  Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

Escrow Agreement

In connection with the Transaction Merger, Glori, Infinity Acquisition, the INXB Representative and Continental Stock Transfer & Trust Company will enter into an Escrow Agreement, pursuant to which Continental Stock Transfer & Trust Company, as the escrow agent, will hold in escrow the 688,803 shares of Infinity Acquisition Common Stock set aside from the merger consideration and delivered by Infinity Acquisition to the escrow agent at the Closing and any earnings on such shares (other than ordinary income dividends) to satisfy each of Glori’s and Infinity Acquisition’s indemnification obligations under the Merger Agreement. All property in the escrow account, less any amounts reserved for pending indemnification claims, will be released for distribution to the former Glori shareholders and warrantholders on the first anniversary of the Closing.

A copy of the form of Escrow Agreement is attached hereto as Exhibit 4.2.

Lock-Up Agreements

In connection with the Transaction Merger, the former Glori shareholders and warrantholders will be required to enter into a Lock-Up Agreement that will subject them to the same limitations on transferring their shares of Common Stock of Infinity Acquisition received as merger consideration that apply to Infinity Corp.’s sponsors, such that their shares of Common Stock acquired in the Transaction Merger will not be transferable for one year after the completion of the Business Combination except that: (1) 50% of such Common Stock will be released from such lock-up arrangement if the closing price of the Common Stock exceeds $9.60 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, (2) 100% of such Common Stock will be released from such lock-up arrangement if the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (3) if certain of Infinity Corp.’s sponsors sell the Common Stock they acquired pursuant to the PIPE Investment (as defined below), up to 42% of the locked-up Common Stock may be released. In the Lock-Up Agreement, the former Glori shareholders and warrantholders also provide a general release of Glori for any pre-Closing claims.

A copy of the form of Lock-Up Agreement is attached hereto as Exhibit 4.3.

Registration Rights Agreement

In connection with the Transaction Merger, Infinity Acquisition will enter into a Registration Rights Agreement with the former Glori shareholders and warrantholders that provides for the registration of the Common Stock received as merger consideration. The former Glori shareholders and warrantholders will be entitled to make up to three demands, excluding short form registration demands, that Infinity Acquisition register such securities for sale under the Securities Act.  In addition, the former Glori shareholders and warrantholders will have “piggy-back” registration rights to include their securities in other registration statements filed by Infinity Acquisition.

A copy of the form of Registration Rights Agreement is attached hereto as Exhibit 4.4.

PIPE Investment

On January 7, 2014, Infinity Corp. and Infinity Acquisition entered into a share purchase agreement with Infinity’s sponsors and other investors pursuant to which the sponsors and the other investors collectively (i) agreed to purchase between $8.5 million and $17.0 million of shares of Common Stock, provided that, at a minimum, the sponsors and such other investors would purchase that number of shares, at a purchase price of $8.00 per share (the “Minimum Commitment”), necessary to ensure that Infinity Corp. meets the $25.0 million minimum cash requirement set forth in the Merger Agreement, assuming that at least $8.0 million in cash remains in the Trust Account following the consummation of the Share Tender Offer, and (ii) were granted an option to purchase additional shares to increase their total investment to a maximum of $25.0 million of shares of Common Stock (including the Minimum Commitment), such additional investment to be used to provide additional working capital to Infinity Acquisition (the “PIPE Investment”). The purchase price for the shares to be issued in the PIPE Investment is $8.00 per share. The PIPE Investment will be consummated simultaneously with the closing of Business Combination. Infinity Acquisition and the investors in the PIPE Investment will also enter into a registration rights agreement that provides for the registration of the Common Stock purchased in the PIPE Investment.

Copies of the share purchase agreement and the form of registration rights agreement for the PIPE Investment are attached hereto as Exhibits 4.5 and 4.6, respectively.

Warrant Amendment

As a condition to entering into the Merger Agreement, Glori required that Infinity Corp. effectuate certain changes with respect to the Infinity Corp. warrants. Accordingly, to accommodate such requirement and induce Glori to enter into the Merger Agreement, Infinity Corp. obtained written consents from the holders of a majority of the outstanding Infinity Corp. warrants to approve amendments ( the “Warrant Amendment”) to the warrant agreement for the Infinity Corp. warrants (the “Warrant Agreement”) to: (i) increase the exercise price of the Infinity Corp. warrants from $7.00 to $10.00 per ordinary share of Infinity Corp., (ii) increase the redemption price of the Infinity Corp. warrants from $10.50 to $15.00 per ordinary share of Infinity Corp., (iii) increase the term of the Infinity Corp. warrants from three years following the consummation of the Business Combination to five years following the consummation of the Business Combination, (iv) delete the provision decreasing the exercise price of the Infinity Corp. warrants in connection with certain transactions and (v) allow the Infinity Corp. warrants to be converted into Common Stock, on a one for ten basis, during the 30 day period commencing 31 days after the consummation of the Business Combination. The Warrant Amendment will become effective upon the execution of an amendment to the warrant agreement in connection with the closing of the Business Combination and will apply to the Infinity Acquisition warrants issued in exchange for the Infinity Corp. warrants in the Redomestication.

A copy of the form of Amendment No. 1 to the Warrant Agreement is attached hereto as Exhibit 4.8.

Promissory Notes

On January 8, 2014, Infinity Corp. borrowed, pursuant to certain non-interest bearing unsecured convertible promissory notes (the “Notes”), an aggregate of $500,000 from Infinity-C.S.V.C. Management Ltd., an affiliate of the Infinity Funds ($250,000) and HH Energy Group, LP, one of Infinity Corp.’s sponsors ($250,000), for the payment of various expenses in connection with the Business Combination and the Share Tender Offer. The Notes are due upon consummation of the Business Combination. The Notes may, at the option of each holder, be convertible into warrants of the post-business transaction entity at a price of $0.50 per warrant and have identical terms to the Insider Warrants, as set forth in Infinity Corp.’s IPO prospectus. Accordingly, if the Notes are converted by the holders in full, the holders would be issued an aggregate of 1,000,000 warrants of Infinity Acquisition upon consummation of the Business Combination. The holders of the Notes have waived all claims against Infinity Corp.’s Trust Account and will not reduce the per-share redemption price to below $8.00. The holders of the Notes have certain registration rights as described therein. If the Business Combination is not consummated, the Notes will not be repaid from funds in the Trust Account. The issuance of the Notes was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the form of the Notes is attached hereto as Exhibit 4.8.

Election of Directors

On January 7, 2014, Thomas O. Hicks joined the board of directors of Infinity Corp. and, at or immediately prior to the Transaction Merger, will also join the board of directors of each of Infinity Acquisition and Merger Sub.  Mr. Hicks is founder, Chairman and Chief Executive Officer of Hicks Holdings LLC, a Dallas-based family office that owns and manages his family’s real estate, corporate assets, and investments. Hicks Equity Partners LLC (“HEP”), the private equity firm led by Mr. Hicks, targets acquisitions, recapitalizations, buyouts, buy-and-builds, corporate divestitures and selected growth capital investments, typically investing $15-100 million per portfolio company, in companies with enterprise values between $40-400 million.  Some of HEP’s investments to date include: Anvita Health; DirecPath; Drilling Tools International; Grupo Pilar; Just Brakes; Latrobe Specialty Steel; Ocular LCD, Inc.; and, through H-D Advanced Manufacturing, Inc, Overton Chicago Gear and Innovative Mechanical Solutions, or iMech. In 2007, Mr. Hicks founded and served as Chairman of Hicks Acquisition Company I, Inc. (“HAC I”), a $552 million Special Purpose Acquisition Company (SPAC), which in September 2009, completed a successful merger with Resolute Natural Resources to form Resolute Energy Corporation, which is listed on the NYSE under the ticker symbol REN. Previously, Mr. Hicks co-founded, and was Chairman from 1989 through 2004 of Hicks, Muse, Tate & Furst, Inc., (“HMTF”), a nationally prominent private equity firm specializing in leveraged acquisitions. During Mr. Hicks' tenure as Chairman, HMTF successfully raised over $12 billion of private equity funds and consummated over $50 billion of leveraged acquisitions. Mr. Hicks serves on the boards of directors of Carpenter Technology Corporation, Drilling Tools International, Just Brakes, Ocular LCD, H-D Advanced Manufacturing, Inc., the University of Southern California Marshall School of Business Dean's Board of Advisors, the University Of Texas Southwestern Medical Foundation Board Of Trustees, and the University of Texas Chancellor's Council. He recently served on the Board of Trustees for The Center for Strategic and International Studies.  A former member of the University of Texas System Board of Regents, Mr. Hicks served as Chairman of the University of Texas Investment Management Company (UTIMCO), which manages the $20 billion University of Texas Permanent University Fund and Long Term Funds.  Mr. Hicks graduated with an MBA from the University of Southern California in 1970 and a BBA from the University of Texas in 1969.  He is also a past recipient of the University of Texas’ Distinguished Alumnus Award, and has served several years as a Distinguished Guest Lecturer at Stanford University's Graduate School of Business.

Investor Presentation

A copy of the materials to be presented to certain existing and potential shareholders of Infinity and Glori in connection with the Business Combination is attached hereto as Exhibit 15.1.

Press Release

On January 8, 2014, Infinity Corp. issued a press release announcing the execution of the Merger Agreement and its intention to commence the Share Tender Offer.  A copy of the press release is attached as Exhibit 15.2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	INFINITY CROSS BORDER ACQUISITION CORPORATION
Dated: January 9, 2014
	By:	/s/ Amir Gal-Or
		Name: Amir Gal-Or
		Title: Co-CEO, Co-President and Co-Chairman

Exhibit Index

Exhibit No.	Description
4.1	Merger and Share Exchange Agreement, dated January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc.*
4.2	Form of Escrow Agreement by and among Glori Acquisition Corp., Glori Energy Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Continental Stock Transfer & Trust Company.
4.3	Form of Lock-Up Agreement by and among Glori Acquisition Corp., Glori Energy Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and each of the signatories thereto.
4.4	Form of Registration Rights Agreement by and among Glori Acquisition Corp. and each of the signatories thereto.
4.5	Share Purchase Agreement, dated January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto.
4.6	Form of Registration Rights Agreement by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto.
4.7	Form of Amendment No. 1 to Warrant Agreement between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company.
4.8	Form of Promissory Note, dated January 8, 2014, issued to each of Infinity-C.S.V.C. Management Ltd. and HH Energy Group, LP in the principal amount of $250,000.
15.1	Investor Presentation dated January 2014.
15.2	Press Release, dated January 8, 2014.

*  Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

EX-4.1

Exhibit 4.1

MERGER AND SHARE EXCHANGE AGREEMENT

by and among

INFINITY CROSS BORDER ACQUISITION CORPORATION,

a British Virgin Islands company, as the Parent,

GLORI ACQUISITION CORP.,

a Delaware corporation, as the Purchaser,

GLORI MERGER SUBSIDIARY, INC.,

a Delaware corporation, as Merger Sub,

INFINITY-C.S.V.C. MANAGEMENT LTD.,

as the INXB Representative,

and

GLORI ENERGY INC.,

a Delaware corporation, as the Company

Dated as of January 8, 2014

TABLE OF CONTENTS

		Page
Article I	REDOMESTICATION MERGER	2
1.1	Redomestication Merger	2
1.2	Redomestication Effective Time	2
1.3	Effect of the Redomestication Merger	2
1.4	Memorandum and Articles of Association	2
1.5	Directors and Officers of the Redomestication Surviving Corporation	3
1.6	Effect on Issued Securities of Parent	3
1.7	Surrender of Parent Certificates	4
1.8	Lost, Stolen or Destroyed Parent Certificates	4
1.9	Section 368 Reorganization	5
1.10	Taking of Necessary Action; Further Action	5
1.11	Agreement of Fair Value	5
Article II	TRANSACTION MERGER	5
2.1	Transaction Merger	5
2.2	Transaction Effective Time	5
2.3	Effect of the Transaction Merger	6
2.4	Certificate of Incorporation	6
2.5	Directors and Officers of the Transaction Surviving Corporation	6
2.6	[Intentionally omitted]	6
2.7	Merger Consideration	6
2.8	Effect of Transaction Merger on Company Securities	7
2.9	Surrender of Company Securities and Payment of Merger Consideration	9
2.10	Effect of Transaction on Merger Sub Stock	12
2.11	Taking of Necessary Action; Further Action	12
2.12	Appraisal and Dissenter’s Rights	12
2.13	Agreement of Fair Value	12
2.14	Section 368 Reorganization	13
2.15	Escrow	13
Article III	Closing	14
3.1	Closing	14

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TABLE OF CONTENTS

(continued)

		Page
Article IV	REPRESENTATIONS AND WARRANTIES OF The PURCHASER, The Parent and MERGER SUB	14
4.1	Due Organization and Good Standing	14
4.2	Authorization; Binding Agreement	15
4.3	Governmental Approvals	15
4.4	Non-Contravention	15
4.5	Capitalization	16
4.6	SEC Filings and Parent Financial Statements	17
4.7	Absence of Certain Changes	18
4.8	Compliance with Laws	18
4.9	Actions; Orders; Permits	18
4.10	Taxes and Returns	19
4.11	Employees and Employee Benefit Plans	19
4.12	Intellectual Property	19
4.13	Real and Personal Property	20
4.14	Material Contracts	20
4.15	Transactions with Affiliates	20
4.16	Investment Company Act	20
4.17	Finders and Brokers	21
4.18	Trust Account	21
4.19	Ownership of Purchaser Securities	21
4.20	Ethical Business Practices	21
4.21	Money Laundering Laws	21
4.22	OFAC	21
4.23	Insurance	22
4.24	NASDAQ Fair Market Value Determination	22
4.25	PIPE Investment	22
4.26	Warrant Amendment	22
4.27	Parent UPO Termination	23
4.28	Warrant Conversion Agreement	23

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TABLE OF CONTENTS

(continued)

		Page
4.29	Independent Investigation	23
Article V	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	23
5.1	Due Organization and Good Standing	24
5.2	Authorization; Binding Agreement	24
5.3	Capitalization	24
5.4	Subsidiaries	26
5.5	Governmental Approvals	26
5.6	Non-Contravention	27
5.7	Financial Statements	27
5.8	Absence of Certain Changes	28
5.9	Compliance with Laws	29
5.10	Company Permits	29
5.11	Litigation	29
5.12	Material Contracts	29
5.13	Intellectual Property	31
5.14	Taxes and Returns	33
5.15	Real Property	35
5.16	Personal Property	35
5.17	Title to and Sufficiency of Assets	36
5.18	Employee Matters	36
5.19	Employee Benefit Plans; ERISA	37
5.20	Environmental Matters	39
5.21	Transactions with Related Persons	41
5.22	Insurance	41
5.23	Top Customers and Suppliers	41
5.24	Books and Records	42
5.25	Accounts Receivable	42
5.26	Oil and Gas Matters	42
5.27	Ethical Business Practices	45

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TABLE OF CONTENTS

(continued)

		Page
5.28	Money Laundering Laws	45
5.29	OFAC	45
5.30	Investment Company Act	45
5.31	Finders and Investment Bankers	45
5.32	Independent Investigation	46
5.33	Information Supplied	46
5.34	Disclosure	46
Article VI	COVENANTS; OTHER AGREEMENTS	47
6.1	Access and Information	47
6.2	Confidentiality	47
6.3	Conduct of Business of the Company	48
6.4	Conduct of Business of the Parent, the Purchaser and Merger Sub	51
6.5	Annual and Interim Financial Statements	53
6.6	Parent Public Filings	53
6.7	No Solicitation	53
6.8	Notification; Commercially Reasonable Efforts	54
6.9	Further Assurances	57
6.10	Parent Ordinary Share Tender Offer	57
6.11	Sponsor Tender Offer	59
6.12	Registration Statement	59
6.13	Public Announcements	59
6.14	Post-Closing Board of Directors and Executive Officers	60
6.15	Use of Trust Account Proceeds after the Closing	61
6.16	Supplemental Disclosure Schedules	61
6.17	No Other Representations	61
6.18	Company Warrant Termination Agreement	62
6.19	Amendment of Company Charter	62
Article VII	SURVIVAL AND INDEMNIFICATION	62
7.1	Survival	62
7.2	Indemnification by the Company	62

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TABLE OF CONTENTS

(continued)

		Page
7.3	Indemnification by the Purchaser	63
7.4	Payment from Escrow Account	63
7.5	Limitations and General Indemnification Provisions	63
7.6	Indemnification Procedures	65
7.7	Exclusive Remedy; Non-Recourse	66
Article VIII	CLOSING CONDITIONS	67
8.1	Conditions to Each Party’s Obligations	67
8.2	Additional Conditions to Obligations of the Company	68
8.3	Additional Conditions to Obligations of the Parent, the Purchaser and Merger Sub	69
8.4	Frustration of Conditions	71
Article IX	TERMINATION AND EXPENSES	72
9.1	Termination	72
9.2	Effect of Termination	73
9.3	Fees and Expenses	73
9.4	Termination Fee	73
9.5	Waiver	74
Article X	TRUST FUND WAIVER	75
10.1	Waiver of Claims Against Trust	75
Article XI	MISCELLANEOUS	76
11.1	Notices	76
11.2	Binding Effect; Assignment	77
11.3	Governing Law; Jurisdiction	77
11.4	Waiver of Jury Trial	78
11.5	Counterparts	78
11.6	Interpretation	78
11.7	Entire Agreement	79
11.8	Severability	79
11.9	Specific Performance	79
11.10	Third Parties	80

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TABLE OF CONTENTS

(continued)

		Page
11.11	INXB Representative	80
11.12	Disclosure Schedules	81
Article XII	definitions	81
12.1	Certain Definitions	81
12.2	Section References	90

EXHIBITS
Exhibit A	Form of Lock-Up Agreement
Exhibit B	Form of Registration Rights Agreement
Exhibit C	Form of Termination and Release Agreement
Exhibit D	Form of Employment Agreement
Exhibit E	Form of Company Warrant Termination Agreement

-vi-

MERGER AND SHARE EXCHANGE AGREEMENT

This Merger and Share Exchange Agreement (this “Agreement”) is made and entered into as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative from and after the Transaction Effective Time (as defined below) for the stockholders of the Purchaser as of immediately prior to the Transaction Effective Time in accordance with the terms and conditions of this Agreement (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

WITNESSETH:

A.           The Company, directly and indirectly through its subsidiaries, provides proprietary microbial biotechnology to oil and gas producers to increase recoverable oil;

B.           The Parent owns all of the issued and outstanding shares of equity securities of the Purchaser, which was formed for the sole purpose of the merger of the Parent with and into the Purchaser, in which the Purchaser will be the surviving corporation (the “Redomestication Merger”);

C.           Purchaser owns all of the issued and outstanding shares of equity securities of Merger Sub, which was formed for the sole purpose of the Transaction Merger (as defined below);

D.           The Parties intend to effect the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Transaction Merger”), as a result of which all of the issued and outstanding capital stock and warrants of the Company, immediately prior to the Transaction Effective Time (as defined herein), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate or other instrument previously representing any such shares or warrants shall thereafter represent the right to receive a Pro Rata Share (as defined herein) of the Merger Consideration (as defined herein), all upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”), all in accordance with the terms of this Agreement;

E.           The Redomestication Merger and the Transaction Merger are part of the same integrated transaction, with the Redomestication Merger occurring immediately prior to the Transaction Merger (the Redomestication Merger and the Transaction Merger are collectively referred to herein as the “Transactions”); and

F.           Certain capitalized terms used herein are defined in Article XII hereof.

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NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

Article I

REDOMESTICATION MERGER

1.1           Redomestication Merger. At the Redomestication Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the BVI Business Companies Act, 2004, as amended (“BVI Law”), and the DGCL, respectively, the Parent and the Purchaser shall consummate the Redomestication Merger, pursuant to which the Parent shall be merged with and into the Purchaser, following which the separate corporate existence of the Parent shall cease and the Purchaser shall continue as the surviving corporation. The Purchaser as the surviving corporation after the Redomestication Merger is hereinafter sometimes referred to as the “Redomestication Surviving Corporation”.

1.2           Redomestication Effective Time. The Parties hereto shall cause the Redomestication Merger to be consummated by filing a Certificate of Merger for the merger of the Parent with and into the Purchaser (the “Redomestication Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL, and a Plan of Merger for the merger of the Parent with and into the Purchaser (the “Redomestication Plan of Merger”) (and other documents required by BVI Law) with the Registry of Corporate Affairs in the British Virgin Islands, in accordance with the relevant provisions of the BVI Law (the time of such filings, or such later time as specified in the Redomestication Certificate of Merger and the Redomestication Plan of Merger, being the “Redomestication Effective Time”).

1.3           Effect of the Redomestication Merger. At the Redomestication Effective Time, the effect of the Redomestication Merger shall be as provided in this Agreement, the Redomestication Certificate of Merger, the Redomestication Plan of Merger and the applicable provisions of the DGCL and BVI Law. Without limiting the generality of the foregoing, and subject thereto, at the Redomestication Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Parent and the Purchaser shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Redomestication Surviving Corporation (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Redomestication Surviving Corporation of any and all agreements, covenants, duties and obligations of the Parent and the Purchaser set forth in this Agreement to be performed after the Redomestication Effective Time.

1.4           Memorandum and Articles of Association. At the Redomestication Effective Time, the memorandum and articles of association of the Parent, as in effect immediately prior to the Redomestication Effective Time, shall cease and the Certificate of Incorporation and By-Laws of the Purchaser, as amended and restated as set forth in the Redomestication Plan of Merger (such amendment and restatement subject to the consent of the Company, not to be unreasonably withheld, delayed or conditioned), shall be the Certificate of Incorporation and By-Laws of the Redomestication Surviving Corporation.

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1.5           Directors and Officers of the Redomestication Surviving Corporation. Immediately after the Redomestication Effective Time and prior to the Closing, the board of directors and executive officers of the Redomestication Surviving Corporation shall be the board of directors and executive officers of the Parent immediately prior to the Redomestication Merger.

1.6           Effect on Issued Securities of Parent.

(a)          Conversion of Parent Ordinary Shares.

(i)          At the Redomestication Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(e) below) shall be converted automatically into one share of Purchaser Common Stock, following which, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing Parent Ordinary Shares outstanding immediately prior to the Redomestication Effective Time shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate previously evidencing Parent Ordinary Shares shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock upon the surrender of such certificate in accordance with Section 1.7.

(ii)         Each certificate formerly representing Parent Ordinary Shares (other those described in Section 1.6(e) below) shall thereafter represent only the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent Ordinary Shares owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value for their Parent Ordinary Shares.

(b)          Parent Public Warrants. At the Redomestication Effective Time, each of the outstanding Parent Public Warrants shall be converted into one Purchaser Public Warrant. At the Redomestication Effective Time, the Parent Public Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Purchaser Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Parent Public Warrants. At or prior to the Redomestication Effective Time, the Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Purchaser Public Warrants remain outstanding, a sufficient number of shares of Purchaser Common Stock for delivery upon the exercise of such Purchaser Public Warrants.

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(c)          Parent Sponsor/EBC Warrants. At the Redomestication Effective Time, each of the outstanding Parent Sponsor/EBC Warrants shall be converted into one Purchaser Sponsor/EBC Warrant. At the Redomestication Effective Time, the Parent Sponsor/EBC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Purchaser Sponsor/EBC Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Parent Sponsor/EBC Warrants. At or prior to the Redomestication Effective Time, the Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Purchaser Sponsor/EBC Warrants remain outstanding, a sufficient number of shares of Purchaser Common Stock for delivery upon the exercise of such Purchaser Sponsor/EBC Warrants.

(d)          Parent UPO. At the Redomestication Effective Time, the Parent UPO shall be terminated and cancelled in full and in exchange therefore, EBC, as the holder thereof, shall receive one hundred thousand (100,000) shares of Purchaser Common Stock in accordance with the terms of the Parent UPO Termination Agreement.

(e)          Cancellation of Parent Ordinary Shares Owned by Parent. At the Redomestication Effective Time, if there are any Parent Ordinary Shares that are owned by the Parent as treasury shares or any Parent Ordinary Shares owned by any direct or indirect Subsidiary of the Parent immediately prior to the Effective Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(f)          Transfers of Ownership. If any certificate for securities of the Purchaser is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to the Purchaser or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of the Purchaser in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of the Purchaser or any agent designated by it that such tax has been paid or is not payable.

(g)          No Liability. Notwithstanding anything to the contrary in this Section 1.6, none of the Redomestication Surviving Corporation, the Purchaser or any Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.7           Surrender of Parent Certificates. All securities issued upon the surrender of Parent Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of Parent Securities shall also apply to the Purchaser Securities so issued in exchange.

1.8           Lost, Stolen or Destroyed Parent Certificates. In the event any certificates shall have been lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such securities, as may be required pursuant to Section 1.7; provided, however, that the Redomestication Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Redomestication Surviving Corporation with respect to the certificates alleged to have been lost, stolen or destroyed.

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1.9           Section 368 Reorganization. For U.S. federal income tax purposes, the Redomestication Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code. The Parties hereby (a) adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (b) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (c) agree to file all Tax and other informational returns on a basis consistent with such characterization. Each of the Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Redomestication Merger is determined not to qualify as a reorganization under Section 368 of the Code.

1.10         Taking of Necessary Action; Further Action. If, at any time after the Redomestication Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Redomestication Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Parent and the Purchaser, the officers and directors of the Parent and the Purchaser are fully authorized in the name of their respective entities to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

1.11         Agreement of Fair Value. The Parent and the Purchaser respectively agree that they consider the consideration payable for the Parent Ordinary Shares to represent the fair value of such Parent Ordinary Shares.

Article II

TRANSACTION MERGER

2.1           Transaction Merger. At the Transaction Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub and the Company shall consummate the Transaction Merger, pursuant to which Merger Sub shall be merged with and into the Company, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Transaction Merger, is hereinafter sometimes referred to as the “Transaction Surviving Corporation”.

2.2           Transaction Effective Time. The Parties hereto shall cause the Transaction Merger to be consummated by filing the Certificate of Merger for the merger of Merger Sub with and into the Company (the “Transaction Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL, (the time of such filing, or such later time as specified in the Transaction Certificate of Merger, being the “Transaction Effective Time”); provided, however, that the Transaction Effective Time shall not be earlier than one minute after the Redomestication Effective Time.

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2.3           Effect of the Transaction Merger. At the Transaction Effective Time, the effect of the Transaction Merger shall be as provided in this Agreement, the Transaction Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Transaction Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Transaction Surviving Corporation, which shall include the assumption by the Transaction Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub and the Company set forth in this Agreement to be performed after the Transaction Effective Time.

2.4           Certificate of Incorporation. At the Transaction Effective Time, the Company Charter as in effect immediately prior to the Transaction Effective Time, shall cease and the Certificate of Incorporation and By-Laws of Merger Sub, as in effect immediately prior to the Transaction Effective Time, shall be the charter documents of the Transaction Surviving Corporation.

2.5           Directors and Officers of the Transaction Surviving Corporation. Immediately after the Transaction Effective Time and prior to the Closing, the board of directors and executive officers of the Transaction Surviving Corporation shall be the board of directors and executive officers of Merger Sub immediately prior to the Transaction Merger.

2.6           [Intentionally omitted]

2.7           Merger Consideration. As consideration for the Transaction Merger, the Company Stockholders and the Company Warrantholders collectively shall be entitled to receive from the Purchaser at the Closing an aggregate consideration of twenty-two million, nine hundred fifty-three thousand, four hundred thirty-two (22,953,432) shares of newly issued Purchaser Common Stock (the “Merger Consideration”), with each Company Holder receiving the percentage of the Merger Consideration that is equal to (a) the sum of (i) the total number of shares of Company Common Stock held by such Company Holder (including all shares of Company Common Stock into which such Company Holder has the right to convert any Company Preferred Stock held by such Company Holder, calculated on a Convertible Basis) plus (ii) in accordance with the terms of the applicable Company Warrant Termination Agreement, a number equal to the number of shares of Company Common Stock which such Company Holder has the right to acquire under any Company Warrant owned by such Company Holder (including any right under such Company Warrant to acquire Company Preferred Stock calculated on a Convertible Basis, as amended by the Company Warrant Termination Agreement), divided by (b) a number equal to the sum of (i) the total number of shares of Company Common Stock (including all of the issued and outstanding Company Preferred Stock calculated on a Convertible Basis and excluding any Company Securities described in Section 2.8(b)) plus (ii) a number equal to the number of shares of Company Common Stock which can be acquired under all outstanding Company Warrants (including any rights under Company Warrants to acquire Company Preferred Stock calculated on a Convertible Basis as amended by the Company Warrant Termination Agreements) (such percentage, a Company Holder’s “Pro Rata Share”), with the results of such calculations based on the interests of the Company Holders projected as of April 15, 2014 being set forth on Schedule 2.7 hereto, which Schedule 2.7 the Parties agree to update prior to the Closing for any changes in the interests of the Company Holders or the Company’s capitalization (including for changes in applicable conversion ratios of Company Preferred Stock to Company Common Stock and for additional accrued dividends) during the Interim Period that is permitted by the terms of this Agreement, including Section 6.3 hereof; provided, that the Merger Consideration is subject to the withholding of the Escrow Shares that are deposited in the Escrow Account in accordance with Section 2.15. The Escrow Shares (and any dividends, distributions or other income thereon, which dividends, distributions and other income, for the avoidance of doubt, shall not be Merger Consideration) (collectively, the “Escrowed Property”) shall be released or distributed from the Escrow Account subject to and in accordance with Section 2.15 and the Escrow Agreement, with each Company Holder receiving its Pro Rata Share of such Escrowed Property. For the avoidance of doubt, the number of shares of Company Common Stock which can be acquired under the Company Warrants as amended by the Company Warrant Termination Agreements takes into account the exercise price of such Company Warrants.

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2.8           Effect of Transaction Merger on Company Securities. At the Transaction Effective Time, by virtue of the Transaction Merger and without any action on the part of any Party or any Company Holders or the holders of any shares of capital stock of the Purchaser or Merger Sub:

(a)          Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Transaction Effective Time will be cancelled and automatically deemed for all purposes to represent the right to receive the Merger Consideration, with each Company Stockholder receiving their Pro Rata Share of the Merger Consideration (including upon and subject to its release from the Escrow Account for the benefit of the Company Holders in accordance with this Agreement and the Escrow Agreement, the Escrowed Property) with respect to their shares of Company Stock, without interest, upon surrender of their Company Certificates and delivery of a Lock-Up Agreement in accordance with Section 2.9. All shares of Company Preferred Stock will be treated on a Convertible Basis. As of the Transaction Effective Time, each Company Stockholder shall cease to have any other rights with respect to the Company Stock, except the rights set forth in Section 2.12 below or as otherwise required under applicable Law.

(b)          Treasury Stock. Notwithstanding clause (a) above or any other provision of this Agreement to the contrary, at the Transaction Effective Time, if there are any Company Securities that are owned by the Company as treasury shares or any Company Securities owned by any direct or indirect Subsidiary of the Company immediately prior to the Transaction Effective Time, such Company Securities shall be canceled and extinguished without any conversion thereof or payment therefor.

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(c)          Company Warrants. Each outstanding Company Warrant shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Company Stock and automatically converted into the right to receive such Company Warrantholder’s Pro Rata Share of the Merger Consideration (including, upon and subject to its release from the Escrow Account for the benefit of the Company Holders in accordance with this Agreement and the Escrow Agreement, the Escrowed Property) with respect to such Company Warrant, as more fully described in Section 2.7 and in accordance with the terms of the Company Warrant Termination Agreement, upon delivery of a Lock-Up Agreement in accordance with Section 2.9. All Company Warrants to acquire Company Preferred Stock will be treated on a Convertible Basis.

(d)          Company Options. As of the Transaction Effective Time, by virtue of the Transaction Merger, each Company Option that is outstanding and unexercised immediately prior to the Transaction Effective Time, shall be assumed by the Purchaser and shall be converted into a right (an “Adjusted Option”) to acquire Purchaser Common Stock in accordance with this Section 2.8(d). Each such Adjusted Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Option immediately prior to the Transaction Effective Time, including the same vesting schedule as the applicable Company Option (and no Company Option shall have its vesting accelerated in connection with the consummation of the transactions contemplated by this Agreement) (provided, that no Adjusted Options shall be exercisable prior to the earlier to occur of (i) the one (1) year anniversary of the Closing Date or (ii) sixty (60) days after the Company Option holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Company Stock Plan)), except that as of the Transaction Effective Time, the Adjusted Option as so assumed and converted shall be exercisable for that number of whole shares of Purchaser Common Stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option multiplied by (y) the Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to the nearest whole cent) equal to the quotient of (a) the exercise price per share of Company Common Stock of such Company Option, divided by (b) the Exchange Ratio; provided that the exercise price and/or the number of shares of Purchaser Common Stock  that may be purchased under the Adjusted Option shall be further adjusted to the extent required to remain compliant with, or exempt from, the requirements of Section 409A of the Code; and provided further, that in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, the exercise price and the number of shares of Purchaser Common Stock subject to the Adjusted Option shall be determined in a manner consistent with the requirements of Section 424 of the Code and the Department of Treasury Regulations issued thereunder. Further, with respect to three percent (3%) of the shares which can be acquired under each Adjusted Option (such 3%, the “Reserved Portion”), in addition to the above-described exercisability restrictions applicable to the Adjusted Option, the Reserved Portion shall (A) in no event be exercisable until after the Expiration Date, (B) immediately after 11:59 p.m. New York City time on the Expiration Date, the Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders, net of the number of Escrow Shares retained for Pending Claims, bears to the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) and (C) with respect to the portion of the Reserved Portion equal to the number of Escrow Shares retained after the Expiration Date for Pending Claims divided by the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) (the “Pending Reserved Portion”), (I) such Pending Reserved Portion shall continue to not be exercisable until after the final resolution of all Pending Claims, and (II) upon the final resolution of all Pending Claims, the Pending Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that were retained for Pending Claims that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders) bears to the aggregate number of Escrow Shares that were retained for Pending Claims. For the avoidance of doubt, the period of exercisability of an Adjusted Option, including the Reserved Portion, shall not be extended. For purposes of this Agreement, “Exchange Ratio” means the ratio at which a share of Company Common Stock is exchanged for shares of Purchaser Common Stock at the Transaction Effective Time, as calculated pursuant to Section 2.7. From and after the Transaction Effective Time, (i) all references to the Company (including any references relating to a “Sale Event” involving the Company) in the Company Stock Plan and in each agreement evidencing any outstanding award of Company Options shall be deemed to refer to the Purchaser and (ii) the aggregate number of awards permitted to be issued or granted under the Company Stock Plan shall be adjusted to an amount equal to (A) the aggregate number of shares subject to awards permitted to be issued or granted under the Company Stock Plan immediately prior to the Transaction Effective Time multiplied by (B) the Exchange Ratio. Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent necessary, to reflect the transactions contemplated by this Section 2.8(d), including the conversion of the Company Options and the substitution of the Purchaser for the Company thereunder to the extent appropriate to effectuate the assumption of such Company Stock Plan by the Purchaser.  Promptly after the Closing, the Purchaser shall take all action necessary or appropriate in accordance with applicable securities Laws to have available for issuance under an effective registration statement filed with the SEC a sufficient number of shares of Purchaser Common Stock for delivery upon exercise or vesting of the Adjusted Options.  As of the Transaction Effective Time, except as provided in this Section 2.8(d), all rights under any Company Option and any provision of the Company Stock Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall ensure that, as of and after the Transaction Effective Time, except as provided in this Section 2.8(d), no Person shall have any rights under the Company Stock Plan.

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2.9           Surrender of Company Securities and Payment of Merger Consideration.

(a)          Prior to the Transaction Effective Time, the Purchaser shall appoint Continental Stock Transfer & Trust Company or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Stock (“Company Certificates”) and any delivery required by the Company Warrantholders hereunder. At or prior to the Transaction Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Merger Consideration to be paid to the Company Holders, in each case in accordance with each Company Holder’s Pro Rata Share, or deposited in the Escrow Account in accordance with Section 2.15, as appropriate. Promptly after the Transaction Effective Time, the Purchaser shall send, or shall cause the Exchange Agent to send, to each holder of record of Company Certificates as of immediately prior to the Transaction Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent) for use in such exchange.

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(b)          Each Company Stockholder shall be entitled to receive, as soon as reasonably practicable, upon delivery to the Exchange Agent of (i) the Company Certificate(s) for its Company Stock, together with a properly completed and duly executed letter of transmittal and such other documents as may be reasonably requested by the Exchange Agent and (ii) a duly executed counterpart to the lock-up agreement with the Purchaser, effective as of the Transaction Effective Time, substantially in the form attached as Exhibit A hereto (the “Lock-Up Agreement”), its Pro Rata Share of the Merger Consideration, other than the Escrow Shares which shall be held in escrow in accordance with Section 2.15, in respect of the Company Stock represented by the Company Certificate(s). Until so surrendered, each Company Certificate shall represent after the Effective Time for all purposes only the right to receive such portion of the Merger Consideration. Each Company Stockholder shall also be entitled to receive a copy of the registration rights agreement with the Purchaser, effective as of the Transaction Effective Time, substantially in the form attached as Exhibit B hereto (the “Registration Rights Agreement”), duly executed by the Purchaser, upon its delivery to the Exchange Agent of a duly executed counterpart to the Registration Rights Agreement.

(c)          Each Company Warrantholder that has executed a Company Warrant Termination Agreement shall be entitled to receive, as soon as reasonably practicable, upon delivery to the Exchange Agent of a Lock-Up Agreement with respect to the shares of Purchaser Common Stock to be issued in exchange for its Company Warrants in accordance with the terms of the applicable Company Warrant Termination Agreement and Section 2.7 hereof, its Pro Rata Share of the Merger Consideration, other than the Escrow Shares which shall be held in escrow in accordance with Section 2.15, in respect of the Company Warrants subject to such Company Warrant Termination Agreement. Each Company Warrantholder shall also be entitled to receive a copy of the Registration Rights Agreement, duly executed by the Purchaser, upon its delivery to the Exchange Agent of a duly executed counterpart to the Registration Rights Agreement

(d)          If any portion of the Merger Consideration is to be delivered to a Person, or issued in a name, other than the Person in whose name the surrendered Company Certificate or the terminated Company Warrant is registered, it shall be a condition to such delivery that (i) the transfer of (A) such Company Stock shall have been permitted in accordance with the terms of the Company Charter as in effect immediately prior to the Transaction Effective Time and, to the extent applicable, the Company Investor Agreement, and (B) such Company Warrant shall have been permitted in accordance with the terms of such Company Warrant, including any reference to the Company Charter, (ii) such Company Certificate or Company Warrant, as applicable, shall be properly endorsed or shall otherwise be in proper form for transfer or assignment and, (iii) the recipient of such portion of the Merger Consideration, or the Person in whose name such portion of the Merger Consideration is issued, shall have already executed and delivered a Lock-Up Agreement and (iv) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Company Certificate or Company Warrant or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

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(e)          Notwithstanding anything to the contrary contained herein, in the event that any Company Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Certificate to the Exchange Agent, the Company Stockholder may instead deliver to the Exchange Agent an affidavit of lost certificate in form and substance reasonably acceptable to the Purchaser, which at the sole discretion of the Purchaser may include a requirement that the owner of such lost, stolen or destroyed Company Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Purchaser or the Transaction Surviving Corporation with respect to the Company Certificates alleged to have been lost, stolen or destroyed. Any affidavit of lost Company Certificate properly delivered in accordance with this Section 2.9(e) shall be treated as a Company Certificate for all purposes of this Agreement.

(f)          After the Transaction Effective Time, there shall be no further registration of transfers of Company Stock. If, after the Transaction Effective Time, Company Certificates are presented to the Surviving Company, the Purchaser or the Exchange Agent, they shall be canceled and exchanged for the applicable portion of the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II.

(g)          All securities issued upon the surrender of Company Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities.

(h)          Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.9(a) and any Escrowed Property disbursed to the Exchange Agent in accordance with the Escrow Agreement that remains unclaimed by Company Holders two (2) years after the Transaction Effective Time shall be returned to the Purchaser, upon demand, and any such Company Holder who has not exchanged shares of Company Stock or Company Warrants for the applicable portion of the Merger Consideration in accordance with Section 2.7 and this Section 2.9 prior to that time shall thereafter look only to the Purchaser for, and, subject to such Company Holder satisfying the requirements for payment of the Merger Consideration as set forth in this Agreement, the Purchaser agrees to be responsible for, payment of the portion of the Merger Consideration in respect of such shares of Company Stock and Company Warrants without any interest thereon (but with any dividends or distributions paid with respect thereto). Notwithstanding the foregoing, none of the Transaction Surviving Corporation, the Purchaser or any Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(i)          The Purchaser shall not issue Adjusted Options for Company Options until it shall have received from each holder thereof a termination and release agreement in the form of Exhibit C hereto acknowledging the termination and replacement of the Company Option (a “Termination and Release Agreement”), and a duly executed counterpart to the agreement for such Adjusted Option.

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2.10         Effect of Transaction on Merger Sub Stock. At the Transaction Effective Time, by virtue of the Transaction Merger and without any action on the part of any Party or the holders of any Company Stockholders or the holders of any shares of capital stock of the Purchaser or Merger Sub, each share of Merger Sub Common Stock outstanding immediately prior to the Transaction Effective Time shall be converted into an equal number of shares of common stock of the Transaction Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Transaction Surviving Corporation.

2.11         Taking of Necessary Action; Further Action. If, at any time after the Transaction Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Transaction Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

2.12         Appraisal and Dissenter’s Rights.

(a)          Each certificate formerly representing Company Stock (“Dissenting Shares”) owned by the Company Stockholders who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”) shall thereafter represent only the right to receive the applicable payments set forth in Section 2.12(b), unless and until such Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares.

(b)          No person who has validly exercised their appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost their appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

2.13         Agreement of Fair Value. The Purchaser, Merger Sub and the Company respectively agree that they consider the consideration payable for the Company Common Stock to represent the fair value for the Company Common Stock.

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2.14         Section 368 Reorganization. For U.S. federal income tax purposes, the Transaction Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code. The Parties hereby (a) adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (b) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (c) agree to file all Tax and other informational returns on a basis consistent with such characterization. Each of the Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Transaction Merger is determined not to qualify as a reorganization under Section 368 of the Code.

2.15         Escrow. At or prior to the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the Purchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) with the Escrow Agent to be held and disbursed by the Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms of Article VII hereof and the Escrow Agreement. The Escrow Shares shall be allocated among the Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to be deposited in the Escrow Account shall be issued in the name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to any indemnification claim after the first (1^st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, shall be disbursed to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the terms of this Agreement and the Escrow Agreement.

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Article III

Closing

3.1           Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the closing of the Transactions (the “Closing”) shall take place at the offices of Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York, NY 10105, on the third (3^rd) Business Day after all the closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

Article IV

REPRESENTATIONS AND WARRANTIES OF The PURCHASER, The Parent and MERGER SUB

Except as set forth in the disclosure schedules delivered by the Parent to the Company on the date hereof (the “Parent Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or in the SEC Reports, each of the Parent, the Purchaser and Merger Sub represents and warrants, jointly and severally, to the Company as follows:

4.1           Due Organization and Good Standing. The Parent is a business company duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands, and each of the Purchaser and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of the Parent, the Purchaser and Merger Sub has all requisite corporate, limited liability, or other organizational power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Parent, the Purchaser and Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost or expense. The Parent has heretofore made available to the Company accurate and complete copies of the Organizational Documents of each of the Parent, the Purchaser and Merger Sub, as currently in effect.

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4.2           Authorization; Binding Agreement. Each of the Parent, the Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and each other Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by each of the Parent, the Purchaser and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Parent, the Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each other Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Parent, the Purchaser or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Parent, the Purchaser or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Parent, the Purchaser or Merger Sub party to this Agreement or such Ancillary Document, enforceable against such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

4.3           Governmental Approvals. No Consent of or with any Governmental Authority, on the part of the Parent, the Purchaser or Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by such Party of this Agreement and each other Ancillary Document to which it is a party or the consummation by such Party of the transactions contemplated hereby and thereby, other than (a) such filings as may be required in any jurisdiction where such Party is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, (b) pursuant to Antitrust Laws, (c) such filings as contemplated by this Agreement, (d) any filings required with NASDAQ or the SEC with respect to the transactions contemplated by this Agreement, including the Redomestication Merger, the Tender Offers, the Registration Statement and issuance of the Purchaser Securities and (e) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder.

4.4           Non-Contravention. The execution and delivery by each of the Parent, the Purchaser and Merger Sub of this Agreement and each other Ancillary Document to which it is a party, the consummation by the Parent, the Purchaser and the Merger Sub of the transactions contemplated hereby and thereby, and compliance by the Parent, the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not, (a) conflict with or violate any provision of such Party’s Organizational Documents, or (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law to which such Party is subject.

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4.5           Capitalization.

(a)          The Parent is authorized to issue an unlimited number of Parent Ordinary Shares and an unlimited number of preferred shares, no par value. As of the date hereof, (i) 7,187,500 Parent Ordinary Shares are issued and outstanding, and (ii) no preferred shares are issued and outstanding. Parent issued 5,750,000 Parent Units in its IPO. As of the date hereof, there are issued and outstanding a total of (i) 5,750,000 Parent Public Warrants issued as part of Parent Units in the IPO, (ii) 4,820,000 Parent Sponsor/EBC Warrants and (iii) the Parent UPO to purchase up to 500,000 Parent Ordinary Shares and 500,000 Parent Public Warrants. All outstanding Parent Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of BVI Law, the Parent Charter or any Contract to which the Parent is a party. None of the outstanding Parent Securities has been issued in violation of any applicable securities Laws.

(b)          Prior to giving effect to the transactions contemplated by this Agreement: (i) (A) the Purchaser has an authorized capitalization of 1,000 shares of Purchaser Common Stock, of which 1,000 shares are issued and outstanding, and (B) all of the issued and outstanding shares of Purchaser Common Stock are owned by the Parent; and (ii) (A) Merger Sub has an authorized capitalization of 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding, and (B) all of the issued and outstanding shares of Merger Sub Common Stock are owned by the Purchaser. As of the date of this Agreement, each of the Purchaser and Merger Sub are newly-formed entities with no operations, no contractual obligations and no assets or Liabilities (other than immaterial Liabilities incurred in connection with their formation). Other than the Purchaser and Merger Sub, the Parent does not, directly or indirectly through its Subsidiaries, have any Subsidiaries or own any equity interests in any other Person.

(c)          Except as set forth in Sections 4.5(a) or 4.5(b), there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character, (A) relating to the issued or unissued shares of the Parent, the Purchaser or Merger Sub, (B) obligating the Parent, the Purchaser or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or (C) obligating the Parent, the Purchaser or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such shares. Other than the Share Tender Offer or as expressly set forth in this Agreement, there are no outstanding obligations of the Parent, the Purchaser or Merger Sub to repurchase, redeem or otherwise acquire any shares of the Parent, the Purchaser or Merger Sub or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in Schedule 4.5(c), there are no shareholders agreements, voting trusts or other agreements or understandings to which the Parent, the Purchaser or Merger Sub is a party with respect to the voting of any shares of such Party.

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(d)          All Indebtedness of the Parent, the Purchaser or Merger Sub is disclosed on Schedule 4.5(d). No Indebtedness of the Parent, the Purchaser or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Parent, the Purchaser or Merger Sub or (iii) the ability of the Parent, the Purchaser or Merger Sub to grant any Lien on its properties or assets.

(e)          Since the date of formation of each of the Parent, the Purchaser and Merger Sub, and except as contemplated by this Agreement, no such Party has declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and such Party’s board of directors has not authorized any of the foregoing.

4.6           SEC Filings and Parent Financial Statements.

(a)          The Parent, since its formation, has filed all forms, reports, schedules, statements, registrations statements, prospectuses and other documents required to be filed or furnished by the Parent with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Schedule 4.6 lists and, except to the extent available in full without redaction on the SEC’s web site through EDGAR, the Parent has delivered to the Company copies in the form filed with the SEC of all of the following: (i) the Parent’s Annual Reports on Form 20-F for each fiscal year of the Parent beginning with the first year the Parent was required to file such a form, (ii) the Parent’s Reports of Foreign Issuer on Form 6-K for each fiscal quarter that the Parent filed such reports to disclose its quarterly financial results in each of the fiscal years of the Parent referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by the Parent with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through EDGAR, are, collectively, the “SEC Reports”) and (iv) all certifications and statements required by (w) Rules 13a-14 or 15d-14 under the Exchange Act, and (x) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”). Except for the restatement by the Parent of certain of its SEC Reports for the reasons set forth in the Form 6-K filed by Parent on July 18, 2013 (the “Restatement”), the SEC Reports (y) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (z) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) or at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used in this Section 4.6, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) the Parent Ordinary Shares and the Parent Public Warrants are listed on the NASDAQ, (B) the Parent has not received any written or, to the Knowledge of the Parent, oral deficiency notice from NASDAQ relating to the continued listing requirements of the Parent Ordinary Shares or the Parent Public Warrants, (C) there are no Actions pending or, to the Knowledge of the Parent, threatened against the Parent by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of the Parent Ordinary Shares or the Parent Public Warrants on the NASDAQ and (D) the Parent Ordinary Shares and the Parent Public Warrants are in compliance with all of the applicable listing and corporate governance rules of the NASDAQ.

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(b)          The financial statements and notes contained or incorporated by reference in the SEC Reports, as amended for the Restatement (the “Parent Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of the Parent at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(c)          Except as and to the extent reflected or reserved against in the Parent Financials, the Parent has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Parent Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred since the Parent’s formation in the ordinary course of business.

4.7           Absence of Certain Changes. As of the date of this Agreement, the Parent has (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial business combination as described in the IPO Prospectus (including the investigation of Glori and the negotiation and execution of this Agreement) and related activities and (b) since January 1, 2013, not been subject to a Material Adverse Effect.

4.8           Compliance with Laws. Each of the Parent, the Purchaser and Merger Sub is, and has since its formation been, in compliance with all Laws applicable to it and the conduct of its business in all material respects, and no such Party has received written notice alleging any material violation of applicable Law by such Party.

4.9           Actions; Orders; Permits. There is no pending or, to the Knowledge of the Parent, the Purchaser or Merger Sub, threatened Action to which such Party is subject which would reasonably be expected to have a Material Adverse Effect on the Parent, the Purchaser or Merger Sub, nor is there any reasonable basis for any such Action to be made. There is no Action that the Parent, the Purchaser or Merger Sub has pending against any other Person. None of the Parent, the Purchaser or Merger Sub is subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Each of the Parent, the Purchaser and Merger Sub holds all Consents necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Parent, the Purchaser or Merger Sub. Since January 1, 2011, none of the current or former officers, senior management or directors of any of the Parent, the Purchaser, or Merger Sub have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

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4.10         Taxes and Returns.

(a)          The Parent has or will have timely filed, or caused to be timely filed, all material Tax Returns by it, which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Parent Financials have been established in accordance with GAAP. Schedule 4.10(a) sets forth each jurisdiction where the Parent files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Parent in respect of any Tax, and the Parent has not been notified in writing or, to the Knowledge of the Parent, orally of any proposed Tax claims or assessments against the Parent (other than, in each case, claims or assessments for which adequate reserves in the Parent Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Parent’s assets, other than Permitted Liens. The Parent has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Parent for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(b)          The Parent has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Parent is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(c)          Since the date of its formation, the Parent has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

4.11         Employees and Employee Benefit Plans. None of the Parent, the Purchaser or Merger Sub (a) has any paid employees or (b) maintains, or has Liability under, any Benefit Plans.

4.12         Intellectual Property. None of the Parent, the Purchaser or Merger Sub owns, licenses or otherwise has any right, title or interest in any material Intellectual Property.

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4.13         Real and Personal Property. None of the Parent, the Purchaser nor Merger Sub owns or leases any material real property or Personal Property.

4.14         Material Contracts.

(a)          Except as set forth on Schedule 4.14(a), other than this Agreement and the other Ancillary Documents, there are no Contracts to which the Parent, the Purchaser or Merger Sub is a party or by or to which any of their respective properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $100,000, (ii) may not be cancelled by the Parent, the Purchaser or Merger Sub on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of such Party as its business is currently conducted, any acquisition of material property by such Party, or restricts in any material respect the ability of such Party from engaging in business as currently conducted by it or from competing with any other Person (each, a “Parent Material Contract”). All Parent Material Contracts have been made available to the Company other than those that are available in full without redaction as exhibits to the SEC Reports.

(b)          With respect to each Parent Material Contract: (i) the Parent Material Contract was entered into at arms’ length and in the ordinary course of business; (ii) the Parent Material Contract is legal, valid, binding and enforceable in all material respects against the Parent, the Purchaser or Merger Sub party thereto, as applicable, and, to the Knowledge of the Parent, the Purchaser and Merger Sub, the other parties thereto, and is in full force and effect (except as such enforcement may be limited by the Enforceability Exceptions); (iii) none of the Parent, the Purchaser or Merger Sub is in breach or default, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by the Parent, the Purchaser or Merger Sub, or permit termination or acceleration by the other party, under such Parent Material Contract; and (iv) to the Knowledge of the Parent, the Purchaser and Merger Sub, no other party to any Parent Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by the Parent, the Purchaser or Merger Sub, under any Parent Material Contract.

4.15         Transactions with Affiliates. Schedule 4.15 sets forth a true, correct and complete list of the Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between any of the Parent, the Purchaser or Merger Sub and any (a) present or former director, officer or employee or Affiliate of the Parent, the Purchaser or Merger Sub, or any family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of the Parent’s outstanding Parent Ordinary Shares as of the date hereof.

4.16         Investment Company Act. None of the Parent, the Purchaser nor Merger Sub is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

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4.17         Finders and Brokers. Except as set forth on Schedule 4.17, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Company, the Parent, the Purchaser, Merger Sub or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Parent, the Purchaser or Merger Sub.

4.18         Trust Account. As of the date of this Agreement, the Parent has investments in the Trust Account that will be worth at least $46,000,000 upon the maturity of such investments on March 6, 2014.

4.19         Ownership of Purchaser Securities. All Purchaser Securities issued and delivered in accordance with Article II to the Company Holders and the holders of Company Options as a result of the Transaction Merger shall be, upon issuance and delivery of such Purchaser Securities, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, the Lock-Up Agreement, the Registration Rights Agreement and any Liens incurred by such holder, and the issuance and sale of such Purchaser Securities pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

4.20         Ethical Business Practices. None of the Parent, the Purchaser or Merger Sub, nor any of their respective Representatives acting on their behalf has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (c) made any other unlawful payment. None of the Parent, the Purchaser or Merger Sub, nor any of their respective Representatives acting on their behalf has, since the formation of the Parent, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the Parent, the Purchaser or Merger Sub or assist any of them in connection with any actual or proposed transaction.

4.21         Money Laundering Laws. The operations of each of the Parent, the Purchaser and Merger Sub are and have been conducted at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving the Parent, the Purchaser or Merger Sub with respect to the any of the foregoing is pending or, to the Knowledge of the Parent, the Purchaser or Merger Sub, threatened.

4.22         OFAC. None of the Parent, the Purchaser or Merger Sub or any of their respective directors or officers, or, to the Knowledge of the Parent, the Purchaser or Merger Sub, any other Representative acting on behalf of the Parent, the Purchaser or Merger Sub is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and none of the Parent, the Purchaser or Merger Sub has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

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4.23         Insurance.

(a)          Schedule 4.23(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by the Parent, the Purchaser or Merger Sub relating to any of the Parent, the Purchaser or Merger Sub or their business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have been timely paid and the Parent, the Purchaser or Merger Sub are otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Parent, the Purchaser and Merger Sub, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies.

(b)          There have been no insurance claims made by any of the Parent, the Purchaser or Merger Sub. The Parent, the Purchaser and Merger Sub have each reported to their insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material Adverse Effect on the Parent, the Purchaser or Merger Sub.

4.24         NASDAQ Fair Market Value Determination. As of the date of this Agreement, the Board of Directors of the Parent (including any required committee or subgroup of the Board of Directors of the Parent) has unanimously made the determination required by NASDAQ listing rule IM-5101-2(b) relating to the fair market value of the Target Companies.

4.25         PIPE Investment. Immediately prior to the execution of this Agreement, the Parent and the Purchaser entered into an agreement with the Sponsors and certain other Persons pursuant to which the Sponsors and such other Persons agreed to make a private equity investment in the Purchaser of a minimum of Eight Million, Five Hundred Thousand Dollars ($8,500,000) and a maximum of Twenty-Five Million Dollars ($25,000,000) in the aggregate in exchange for additional shares of Purchaser Common Stock valued at an amount no less than $8.00 per share, with such transaction to be consummated after the Redomestication Merger, but prior to or simultaneously with the Transaction Merger (the “PIPE Investment”).

4.26         Warrant Amendment. Immediately prior to the execution of this Agreement, the holders of a majority, in the aggregate, of the Parent Public Warrants and the Parent Sponsor/EBC Warrants signed a consent to amend the Parent Public Warrants and the Parent Sponsor/EBC Warrants, effective as of the Redomestication Effective Time, to, among other matters: (a) increase the exercise price of such warrants (and any Purchaser Warrants issued in exchange therefor) from $7.00 per share to $10.00 per share, (b) increase the redemption price of such warrants (and any Purchaser Warrants issued in exchange therefor) from $10.50 per share to $15.00 per share, (c) extend the exercise period of such warrants (and any Purchaser Warrants issued in exchange therefor) from three (3) years after the completion of the Transaction Merger to five (5) years after the completion of the Transaction Merger, (d) delete the provision in such warrants (and any Purchaser Warrants issued in exchange therefor) that provide for a decrease in the exercise price in connection with certain transactions and (e) allow such warrants (and any Purchaser Warrants issued in exchange therefor) to be converted, at the holder’s option, into shares of Purchaser Common Stock on a one (1) for ten (10) basis, during the thirty (30) day period commencing thirty-one (31) days after the consummation of the Transaction Merger (the “Warrant Amendment”).

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4.27         Parent UPO Termination. Immediately prior to the execution of this Agreement, EBC and the Parent entered into an agreement (the “Parent UPO Termination Agreement”) pursuant to which the parties agreed to terminate and cancel the Parent UPO in its entirety in exchange for one hundred thousand (100,000) shares of Purchaser Common Stock, such cancellation and issuance to be effective at the Redomestication Effective Time.

4.28         Warrant Conversion Agreement. Prior to the execution of this Agreement, the Parent, the Purchaser and each of the Sponsors and EBC entered into an agreement (the “Warrant Conversion Agreement”), pursuant to which each Sponsor and EBC agreed that if requested by the Purchaser during the thirty (30) day period commencing thirty-one (31) days after the consummation of the Transactions, they will convert all of their Sponsor/EBC Purchaser Warrants for shares of Purchaser Common Stock at a ratio of ten (10) warrants for one (1) share of Purchaser Common Stock.

4.29         Independent Investigation. Without limiting Section 7.5(e) hereof, the Parent, the Purchaser and Merger Sub have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies, and acknowledge that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Target Companies for such purpose. The Parent, the Purchaser and Merger Sub acknowledge and agree that: (a) in making their decision to enter into this Agreement and to consummate the transactions contemplated hereby, they have relied solely upon their own investigation and the express representations and warranties of the Company set forth in Article V (including the related portions of the Company Disclosure Schedules and any Supplemental Disclosure Schedules provided by the Company); and (b) none of the Company or its Representatives has made any representation or warranty as to the Target Companies or this Agreement, except as expressly set forth in Article V (including the related portions of the Company Disclosure Schedules and Supplemental Disclosure Schedules provided by the Company).

Article V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered by the Company to the Parent on the date hereof (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Company hereby represents and warrants to the Parent, the Purchaser and Merger Sub as follows:

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5.1           Due Organization and Good Standing. The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of the Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Except as set forth in Schedule 5.1, each Target Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost or expense. Schedule 5.1 lists all jurisdictions in which any Target Company is qualified to conduct business and all names other than its legal name under which any Target Company does business. The Company has provided to the Parent accurate and complete copies of its Organizational Documents and the Organizational Documents of each of its Subsidiaries, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organizational Documents.

5.2           Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Ancillary Document to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Board of Directors and the Company Stockholders to the extent required by the Company’s Organizational Documents and (b) no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each other Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

5.3           Capitalization.

(a)          The authorized capital of the Company consists of: (i) 100,000,000 shares of Company Common Stock, 3,295,771 shares of which are issued and outstanding; and (ii) 26,039,655 shares of Company Preferred Stock, (A) 521,852 of which have been designated Company Series A Preferred Stock, 475,541 of which are issued and outstanding, (ii) 2,901,052 of which have been designated Company Series B Preferred Stock, 2,901,052 of which are issued and outstanding, (iii) 13,780,033 of which have been designated Company Series C Preferred Stock, 7,296,607 of which are issued and outstanding, and (iv) 8,836,718 of which have been designated Company Series C-1 Preferred Stock, 4,308,645 of which are issued and outstanding. Schedule 5.3(a) sets forth the beneficial and record owners of all issued and outstanding shares of capital stock of the Company, all of which shares are owned free and clear of any Liens other than those imposed under the Company Charter or the Company Investor Agreements. All of the outstanding shares of Company Stock have been duly authorized, are fully paid and non-assessable and were validly issued in compliance with all applicable federal and state securities laws and not in violation of any preemptive rights or rights of first refusal or first offer. The Company holds no Company Stock in its treasury. The rights, privileges and preferences of the Company Preferred Stock are as stated in the Company’s Organizational Documents and as provided by the DGCL.

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(b)          The Company has reserved 7,485,452 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Company Stock Plan, which was duly adopted by the Company’s Board of Directors and approved by the Company Stockholders. Of the 7,485,452 shares of Company Common Stock reserved for issuance under the Company Stock Plan, (x) 6,734,322 of such shares are reserved for issuance upon exercise of currently outstanding Company Stock Options, (y) 751,130 of such shares are currently issued and outstanding that were issued upon exercise of options granted, or pursuant to restricted stock purchases effected, under the Company Stock Plan, and (z) no shares of Company Common Stock remain available for future stock options and other awards permitted under the Company Stock Plan. The Company has furnished to the Parent complete and accurate copies of the Company Stock Plan and forms of agreements used thereunder. Schedule 5.3(b) sets forth the beneficial and record owners of all outstanding Company Stock Options, including with respect to each Company Stock Option the grant date, the number of shares of Company Common Stock which can be acquired thereunder, the exercise price and the vesting schedule. Schedule 5.3(b) also sets forth the beneficial and record owners of all outstanding Company Warrants, including with respect to each Company Warrant the issuance date, the number and class or series of shares of Company Stock which can be acquired thereunder and the exercise price. Other than as set forth on Schedule 5.3(b), there are no options, warrants or other rights to subscribe for or purchase any equity interests of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity interests of the Company, or preemptive rights or rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or, to the Knowledge of the Company, any of its stockholders is a party or bound relating to any equity securities of the Company, whether or not outstanding. Other than as set forth on Schedule 5.3(b), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company, nor are there any voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the Company Stock. Except as set forth in the Company Charter, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities. All of the Company’s securities have been granted, offered, sold and issued in compliance with all applicable foreign, state and federal securities Laws. Other than as set forth on Schedule 5.3(b), as a result of the consummation of the transactions contemplated by this Agreement, no equity interests of the Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

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(c)          Each Company Stock Option intended to qualify as an “incentive stock option” under the Code so qualifies. Other than as set forth on Schedule 5.3(c), each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective by all necessary corporate action, and: (i) the stock option agreement governing such grant was duly executed and delivered by each party thereto; (ii) each such grant was made in accordance with the terms of the Company Stock Plan and all other applicable Laws; (iii) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable grant date; and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.

(d)          Since January 1, 2009, the Company and has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interest of the Company, and the Board of Directors of the Company has not authorized any of the foregoing.

5.4           Subsidiaries. Schedule 5.4 sets forth the name of each Subsidiary of the Company, and with respect to each Subsidiary (a) its jurisdiction of organization, (b) its authorized capital stock or other equity interests (if applicable), (c) the number of issued and outstanding shares of capital stock or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity securities of each Subsidiary of the Company are duly authorized and validly issued, were offered, sold and delivered in compliance with all applicable Laws governing the issuance of securities, are fully paid and non-assessable, and are owned by one or more of the Company or its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Company or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance or redemption of any equity interests of any Subsidiary of the Company. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of the Company. Except for the equity interests of the Subsidiaries listed on Schedule 5.4, the Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. Other than as set forth on Schedule 5.4, none of the Company or its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of the Company or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

5.5           Governmental Approvals. Except as otherwise described in Schedule 5.5, no Consent of or with any Governmental Authority on the part of the Target Company is required to be obtained or made in connection with the execution, delivery or performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated hereby or thereby other than (i) such filings as expressly contemplated by this Agreement and (ii) pursuant to Antitrust Laws.

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5.6           Non-Contravention. Except as otherwise described in Schedule 5.6, the execution and delivery by the Company of this Agreement and each other Ancillary Document and the consummation by the Company of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof or thereof will not, as the case may be, (a) violate, conflict with or result in a breach of, (b) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (c) result in the termination, withdrawal, suspension, cancellation or modification of, (d) accelerate the performance required by any Target under, (e) result in a right of termination or acceleration under, (f) give rise to any obligation to make payments or provide compensation under, (g) result in the creation of any Lien upon any of the properties or assets of any Target Company under, (h) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (i) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of (i) any Target Company’s Organizational Documents, (ii) any Law, Order or Consent applicable to any Target Company or any of its properties or assets or (iii) any Company Material Contract, except for any deviations from any of the foregoing that would not reasonably be expected to have a Material Adverse Effect on any Target Company.

5.7           Financial Statements.

(a)          As used herein, the term “Company Financials” means the (i) audited consolidated financial statements of the Company and its Subsidiaries (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2012 and December 31, 2011, and the related consolidated audited statements of operations, consolidated statements of temporary equity and shareholders’ equity and consolidated statements of cash flows for the years then ended, and (ii) the unaudited financial statements, consisting of the consolidated balance sheet of the Company and its Subsidiaries as of November 30, 2013 (the “Interim Balance Sheet Date”) and the related consolidated statement of operations, consolidated statements of temporary equity and shareholders’ equity and consolidated statement of cash flows for the eleven (11) months then ended. True and correct copies of the Company Financials have been provided or made available to Purchaser. The Company Financials (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments, which are not reasonably expected to be material in amount), and (iii) fairly present in all material respects the financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of the operations and cash flows of the Company and its Subsidiaries for the periods indicated.

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(b)          Each Target Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) such Target Company does not maintain any off-the-book accounts and that such Target Company’s assets are used only in accordance with the Target Company’s management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of such Target Company and to maintain accountability for such Target Company’s assets, (iv) access to such Target Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such Target Company’s assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. No Target Company has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company and its Subsidiaries. Since January 1, 2010, no Target Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or its internal accounting controls, including any material written complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices.

(c)          No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(d)          All Indebtedness of the Target Companies is disclosed on Schedule 5.7(d). Except as disclosed on Schedule 5.7(d), no Indebtedness of any Target Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any Target Company, or (iii) the ability of the Target Companies to grant any Lien on their respective properties or assets.

(e)          Except as set forth on Schedule 5.7(e), no Target Company is subject to any Liabilities or obligations (whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), except for those that are either (i) adequately reflected or reserved on or provided for in the consolidated balance sheet of the Company and its Subsidiaries as of the Interim Balance Sheet Date contained in the Company Financials or (ii) that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent with past practice, none of which are material.

(f)          All financial projections with respect to the Target Companies that were delivered by or on behalf of the Company to the Parent or its Representatives were prepared in good faith using assumptions that the Company believes to be reasonable.

5.8           Absence of Certain Changes. Except as set forth on Schedule 5.8, since January 1, 2013, each Target Company has (a) conducted its business only in the ordinary course of business, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 6.3(b) (without giving effect to Schedule 6.3) if such action were taken on or after the date hereof without the consent of the Parent or its Affiliates.

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5.9           Compliance with Laws. Except as set forth on Schedule 5.9, no Target Company is or has been in material conflict or non-compliance with, or in material default or violation of, nor has any Target Company received, since January 1, 2009, any written or, to the Knowledge of the Company, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

5.10         Company Permits. Each Target Company (and its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Target Company), holds all Permits necessary to lawfully conduct in all material respects its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Company Permits”). The Company has made available to Purchaser true, correct and complete copies of all material Company Permits. All of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened. No Target Company is in violation in any material respect of the terms of any Company Permit.

5.11         Litigation. Except as described on Schedule 5.11, there is no (a) material Action of any nature pending or, to the Company’s Knowledge, threatened, nor is there any reasonable basis for any material Action to be made, or (b) material Order pending now or rendered by a Governmental Authority since January 1, 2009, in either case (a) or (b) by or against any Target Company, its current or former directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of a Target Company must be related to the Target Company’s business, equity securities or assets), its business, equity securities or assets. Since January 1, 2009, none of the current or former officers, senior management or directors of any Target Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

5.12         Material Contracts.

(a)          Schedule 5.12(a) sets forth a true, correct and complete list of, and the Company has made available to Purchaser (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company, or any of its properties or assets are bound or affected (each, a “Company Material Contract”) that:

(i)          contains covenants that limit the ability of any Target Company (A) to compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person;

(ii)         involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture;

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(iii)        involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv)        evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $100,000;

(v)         involves the acquisition or disposition (to the extent such transaction would be consummated after the date hereof), directly or indirectly (by merger or otherwise), of assets with an aggregate value in excess of $100,000 (other than in the ordinary course of business) or capital stock or other equity interests of another Person;

(vi)        relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or material assets or the sale of any Target Company, its business or material assets;

(vii)       by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Target Companies under such Contract or Contracts of more than $100,000 per year or $250,000 in the aggregate;

(viii)      obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $100,000;

(ix)         is between any Target Company and any Top Customer or Top Supplier;

(x)          is between any Target Company and any directors, officers or employees of a Target Company (other than at-will employment arrangements with employees entered into in the ordinary course of business), including all non-competition, severance and indemnification agreements, or any Related Person;

(xi)         obligates the Target Companies to make any capital commitment or expenditure in excess of $100,000 (including pursuant to any joint venture);

(xii)        relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any Target Company has outstanding obligations (other than customary confidentiality obligations);

(xiii)       provides another Person (other than another Target Company or any manager, director or officer of any Target Company) with a power of attorney;

(xiv)      relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any Target Company, other than Off-the-Shelf Software Agreements; or

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(xv)       is otherwise material to any Target Company or outside of the ordinary course of business of the Target Companies and not described in clauses (i) through (xiv) above.

(b)          Except as disclosed in Schedule 5.12(b), with respect to each Company Material Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the Target Company party thereto (subject to Enforceability Exceptions) and, to the Knowledge of the Company, each other party thereto, and are in full force and effect; (ii) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Company Material Contract against the Target Company party thereto or, to the Knowledge of the Company, any other party thereto; (iii) no Target Company is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract; (v) no Target Company has received written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary course of business that do not adversely affect any Target Company; and (vi) no Target Company has waived any rights under any such Material Contract.

5.13         Intellectual Property.

(a)          Schedule 5.13(a)(i) sets forth all U.S. and foreign Patents and Patent applications, Trademark and service mark registrations and applications, internet domain name registrations and applications, and copyright registrations and applications owned or licensed by a Target Company or otherwise used or held for use by a Target Company in which a Target Company is the owner, applicant or assignee (“Company Registered IP”), specifying as to each item, as applicable: (i) the nature of the item, including the title, (ii) the owner of the item, (iii) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (iv) the issuance, registration or application numbers and dates. Schedule 5.13(a)(ii) sets forth all licenses, sublicenses and other agreements or permissions (“Company IP Licenses”) (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 5.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

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(b)           Each Target Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses applicable to such Target Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions necessary to operate the Target Companies as presently conducted. Each Target Company has performed all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder. The continued use by the Target Companies of the Intellectual Property that is the subject of the Company IP Licenses in the same manner that it is currently being used is not restricted by any applicable license of any Target Company. All registrations for Copyrights, Patents and Trademarks that are owned by or exclusively licensed to any Target Company are valid and in force, and all applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge of any kind. No Target Company is party to any Contract that requires a Target Company to assign to any Person all of its rights in any Intellectual Property developed by a Target Company under such Contract.

(c)          Schedule 5.13(c) sets forth all licenses, sublicenses and other agreements or permissions under which a Target Company is the licensor (each, an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable Intellectual Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other compensation due to a Target Company, if any. Each Target Company has performed all obligations imposed on it in the Outbound IP Licenses, and such Target Company is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred that with notice or lapse of time or both would constitute a default thereunder.

(d)          No Action is pending or, to the Company’s Knowledge, threatened that challenges the validity, enforceability, ownership, or right to use, sell, license or sublicense any Intellectual Property currently licensed, used or held for use by the Target Companies in any material respect. No Target Company has received any written or, to the Knowledge of the Company, oral notice or claim asserting or suggesting that any infringement, misappropriation, violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence of the business activities of any Target Company, nor to the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which any Target Company is a party or is otherwise bound that (i) restrict the rights of a Target Company to use, transfer, license or enforce any Intellectual Property owned by a Target Company, (ii) restrict the conduct of the business of a Target Company in order to accommodate a third Person’s Intellectual Property, or (iii) grant any third Person any right with respect to any Intellectual Property owned by a Target Company. To the Knowledge of the Company, no Target Company is currently infringing, or has, in the past, infringed, misappropriated or violated any Intellectual Property of any other Person. To the Company’s Knowledge, no third party is infringing upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise used or held for use by any Target Company (“Company IP”) in any material respect.

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(e)          All employees and independent contractors of a Target Company have assigned to the Target Companies all Intellectual Property arising from the services performed for a Target Company by such Persons. No current or former officers, employees or independent contractors of a Target Company have claimed any ownership interest in any Intellectual Property owned by a Target Company. To the Knowledge of the Company, there has been no violation of a Target Company’s policies or practices related to protection of Company IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property owned by a Target Company. The Company has provided the Parent true and complete copies of all written Contracts referenced in subsections under which employees and independent contractors assigned their Intellectual Property to a Target Company.

(f)          To the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data in the possession of a Target Company, nor has there been any other compromise of the security, confidentiality or integrity of such information or data. Each Target Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines. The operation of the business of the Target Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition or trade practices under applicable Law.

(g)          The consummation of any of the transactions contemplated by this Agreement will neither violate nor by their terms result in the material breach, material modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any Contract providing for the license or other use of Intellectual Property owned by a Target Company, or (ii) any Company IP License. Following the Closing, the Transaction Surviving Corporation shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Target Companies’ rights under such Contracts or IP Licenses described in the previous sentence to the same extent that the Target Companies would have been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Target Companies would otherwise be required to pay in the absence of such transactions.

5.14         Taxes and Returns.

(a)          Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all applicable Laws relating to Tax.

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(b)          There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)          No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no written or, to the Knowledge of the Company, oral claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established).

(d)          There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens.

(e)          Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due.

(f)          No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(g)          No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing.

(h)          No Target Company has participated in, or sold, distributed or otherwise promoted, any “reportable transaction,” as defined in Treasury Regulation section 1.6011-4.

(i)          No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Law related to Tax, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority) that will be binding on the Transaction Surviving Corporation or its Subsidiaries with respect to any period following the Closing Date.

(j)          No Target Company has requested, or is it the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any taxing authority with respect to any Taxes, nor is any such request outstanding.

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(k)          No Target Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or was the common parent corporation.

5.15         Real Property. Schedule 5.15 contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by a Target Company for the operation of the business of a Target Company (the “Leased Premises”), and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company has provided to the Parent a true and complete copy of each of the Company Real Property Leases, and in the case of any oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company Real Property Leases, except for such defaults that would not reasonably be expected to have a Material Adverse Effect on any Target Company. No Target Company owns or has ever owned any real property or any interest in real property (other than the leasehold interests in the Company Real Property Leases).

5.16         Personal Property. Each item of Personal Property which is owned, used or leased by a Target Company with a book value or fair market value of greater than Thirty Thousand Dollars ($30,000) is set forth on Schedule 5.16, along with, to the extent applicable, a list of lease agreements and lease guarantees related thereto, including all amendments, terminations and modifications thereof or waivers thereto (“Company Personal Property Leases”). All such items of Personal Property are in reasonable operating condition and repair (reasonable wear and tear excepted) and are suitable for their intended use in the business of the Target Companies. The Company has provided to the Parent a true and complete copy of each of the Company Personal Property Leases, and in the case of any oral Company Personal Property Lease, a written summary of the material terms of such Company Personal Property Lease. The Company Personal Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of a Target Company or any other party under any of the Company Personal Property Leases, except for such defaults that would not reasonably be expected to have a Material Adverse Effect on any Target Company.

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5.17         Title to and Sufficiency of Assets. Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (i) Permitted Liens, (ii) such imperfections of title and non-monetary Liens as are not, individually or in the aggregate, reasonably likely to be material to any of the Target Companies, (iii) the rights of landlords or lessors under leasehold interests, (iv) Liens specifically identified on the Interim Balance Sheet, and (v) Liens set forth on Schedule 5.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

5.18         Employee Matters.

(a)          No Target Company is a party to any collective bargaining agreement or other Contract or agreement with any group of employees, labor organization or other representative of any of the employees of any Target Company and the Company has no Knowledge of any activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. Schedule 5.18(a) sets forth all unresolved labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company, threatened between the any Target Company and Persons employed by or providing services to a Target Company. No officer or employee of a Target Company has provided any Target Company written or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with any Target Company.

(b)          Except as set forth in Schedule 5.18(b), each Target Company (i) is and has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not received written notice, or any other form of notice, that there is any pending Action involving unfair labor practices against a Target Company, (ii) is not liable for any material arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are no Actions pending or, to the Knowledge of the Company, threatened against a Target Company brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied Contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

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(c)          Schedule 5.18(c) hereto sets forth a complete and accurate list of all employees of the Target Companies showing for each as of that date (i) the employee’s name, job title or description, employer, location, salary level (including any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Target Companies)), (ii) any bonus, commission or other remuneration other than salary paid during the calendar year ending December 31, 2012, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee for the calendar year ending December 31, 2013. Except as set forth on Schedule 5.18(c), (A) no employee is a party to a written employment Contract with a Target Company and each is employed “at will”, and (B) the Target Companies have paid in full to all such employees all wages, salaries, commission, bonuses and other compensation due to such employees, including overtime compensation, and there are no severance payments which are or could become payable by a Target Company to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any Law, custom, trade or practice. Except as set forth in Schedule 5.18(c), each such employee has entered into the Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the Company or its Subsidiaries, a copy of which has been provided or made available to the Parent by the Company.

(d)          Schedule 5.18(d) contains a list of all independent contractors (including consultants) currently engaged by any Target Company, along with the position, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration and amount thereof, for each such Person. Except as set forth on Schedule 5.18(d), all of such independent contractors are a party to a written Contract with a Target Company. Each such independent contractor has entered into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s agreement with a Target Company, a copy of which has been provided or made available to the Parent by the Company. For the purposes of applicable Law, including the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a Target Company are bona fide independent contractors and not employees of a Target Company. Each independent contractor is terminable on fewer than thirty (30) days notice, without any obligation of any Target Company to pay severance or a termination fee.

5.19         Employee Benefit Plans; ERISA.

(a)          Set forth on Schedule 5.19(a) is a true and complete list of each Benefit Plan of a Target Company (each, a “Company Benefit Plan”). With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no material unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Company Financials. No Target Company is or has in the past been a member of a “controlled group” for purposes of Section 414(b), (c), (m) or (o) of the Code, nor does any Target Company have any Liability with respect to any collectively-bargained for plans, whether or not subject to the provisions of ERISA.

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(b)          Each Company Benefit Plan is and has been operated at all times in compliance in all material respects with all applicable Laws, including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has been determined by the IRS to be so qualified (or is based on a prototype plan which has received a favorable opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code or the Target Companies have requested an initial favorable U.S. Internal Revenue Service determination of qualification and/or exemption within the period permitted by applicable Law. Except as would not reasonably be expected to have a Material Adverse Effect on any Target Company, no fact exists which could adversely affect the qualified status of such Company Benefit Plans or the exempt status of such trusts.

(c)          With respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof) of a Target Company, the Company has provided or made available to the Parent accurate and complete copies, if applicable, of: (i) all Company Benefit Plans and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) the most recent summary plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500 and annual report, including all schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination testing reports; (vi) the most recent determination letter received from the U.S. Internal Revenue Service; (vii) the most recent actuarial valuation; and (viii) all communications with any Governmental Authority concerning any matter that is still pending or for which a Target Company has any outstanding Liability or obligation.

(d)          With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been administered and enforced in all material respects in accordance with its terms, the Code and ERISA; (ii) no material breach of fiduciary duty has occurred; (iii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and (iv) all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the Company Financials. With respect to each Company Benefit Plan, no Action is pending, or to the Company’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration).

(e)          No Company Benefit Plan is a “defined benefit plan” (as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a “multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA or Section 412 of the Code, and no Target Company has incurred any Liability or otherwise has any Liability, contingent or otherwise, under Title IV of ERISA and no condition presently exists that is expected to cause such Liability to be incurred. No Target Company currently maintains or contributes to, or has any Liability (whether contingent or otherwise) with respect to, any “multiemployer plan,” within the meaning of Section 3(37) or 4001(a)(3) of ERISA. No Target Company currently maintains or has, during the past six (6) years, maintained, or is required currently or has ever been required to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code.

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(f)          There is no arrangement under any Company Benefit Plan with respect to any employee that would result in the payment of any amount that by operation of Sections 280G or 162(m) of the Code would not be deductible by the Target Companies and no arrangement exists pursuant to which a Target Company will be required to “gross up” or otherwise compensate any person because of the imposition of any excise tax on a payment to such person.

(g)          With respect to each Company Benefit Plan which is a “welfare plan” (as described in Section 3(1) of ERISA): (i) no such plan provides medical or death benefits with respect to current or former employees of a Target Company beyond their termination of employment (other than coverage mandated by Law, which is paid solely by such employees); and (ii) there are no reserves, assets, surplus or prepaid premiums under any such plan. Each Target Company has complied with the provisions of Section 601 et seq. of ERISA and Section 4980B of the Code.

(h)          The consummation of the transactions contemplated by this Agreement and the other Ancillary Documents will not: (i) entitle any individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due, or in respect of, any individual; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code; or (iv) constitute or involve a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code), or constitute or involve a breach of fiduciary responsibility within the meaning of Section 502(l) of ERISA or otherwise violate Part 4 of Subtitle B of Title I of ERISA.

(i)          Except to the extent required by Section 4980B of the Code or similar state Law, no Target Company provides health or welfare benefits to any former or retired employee or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment or service.

(j)          Each Company Benefit Plan that is subject to Section 409A of the Code (each, a “Section 409A Plan”) has been administered in compliance, and is in documentary compliance, in all material respects with the applicable provisions of Section 409A of the Code, the regulations thereunder and other official guidance issued thereunder. No Target Company has any obligation to any employee or other service provider with respect to any Section 409A Plan that may be subject to any Tax under Section 409A of the Code. No payment to be made under any Section 409A Plan is, or to the Knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code.

5.20         Environmental Matters. Except as set forth in Schedule 5.20:

(a)          Each Target Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining, maintaining in good standing, and complying with all Permits required for its business and operations by Environmental Laws (“Environmental Permits”), no Action is pending or, to the Company’s Knowledge, threatened to revoke, modify, or terminate any such Environmental Permit, and, to the Company’s Knowledge, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

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(b)          No Target Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Target Company has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.

(c)          No Action has been made or is pending, or to the Company’s Knowledge, threatened against any Target Company or any assets of a Target Company alleging either or both that a Target Company may be in material violation of any Environmental Law or Environmental Permit or may have any material Liability under any Environmental Law.

(d)          No Target Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in respect of any Target Company or any property currently or formerly owned, operated, or leased by any Target Company or any property to which a Target Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in a Target Company incurring any material Environmental Liabilities.

(e)          There is no investigation of the business, operations, or currently owned, operated, or leased property of a Target Company or, to the Company’s Knowledge, previously owned, operated, or leased property of a Target Company pending or, to the Company’s Knowledge, threatened that could lead to the imposition of any Liens under any Environmental Law or any material Environmental Liabilities.

(f)          To the Company’s Knowledge, there is not located at any of the properties of a Target Company any (i) underground storage tanks, (ii) friable asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(g)          The Company has provided to the Parent all environmentally related site assessments, audits, studies, reports and results of investigations that have been performed in respect of the currently or previously owned, leased, or operated properties of any Target Company.

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5.21         Transactions with Related Persons. Except as set forth on Schedule 5.21, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a public company). Except as set forth on Schedule 5.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. Schedule 5.21 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 5.21 that cannot be terminated upon sixty (60) days’ notice by the Target Companies without cost or penalty.

5.22         Insurance.

(a)          Schedule 5.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by a Target Company relating to a Target Company or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Parent. All premiums due and payable under all such insurance policies have been timely paid and the Company and its Subsidiaries are otherwise in material compliance with the terms of such insurance policies. All such insurance policies are in full force and effect, and to the Knowledge of the Company, there is no threatened termination of, or material premium increase with respect to, any of such insurance policies. No Target Company has any self-insurance or co-insurance programs.

(b)          Schedule 5.22(b) identifies each individual insurance claim in excess of $25,000 made by a Target Company since January 1, 2009. Each Target Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to have a Material Adverse Effect on any Target Company. No Target Company has made any claim against an insurance policy as to which the insurer is denying coverage.

5.23         Top Customers and Suppliers. Schedule 5.23 lists, by dollar volume paid for each of (a) the twelve (12) months ended on the December 31, 2012 and (b) the period from January 1, 2013 through the Interim Balance Sheet Date, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the five (5) largest suppliers of goods or services to the Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, (ii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, (iii) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (iv) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the other Ancillary Documents will not affect the relationship of any Target Company with any Top Supplier or Top Customer. Other than as set forth on Schedule 5.23, each Target Company provides services and has never sold, licensed or distributed any product to any Person.

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5.24         Books and Records. All of the financial books and records of the Target Companies are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.

5.25         Accounts Receivable. All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Target Companies (the “Accounts Receivable”) arose from sales actually made or services actually performed and represent valid obligations to a Target Company. None of the Accounts Receivable are, to the Knowledge of the Company, subject to any right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefor on the Company Financials.

5.26         Oil and Gas Matters. Subject to, and except as provided in, Schedule 5.26:

(a)          For purposes of this Agreement, (i) “Oil and Gas Properties” means all interests in and rights with respect to oil, gas, mineral, and similar properties of any kind and nature, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests (including all oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions related thereto and (ii) “Company Oil and Gas Agreements” means the following types of Contracts to which any Target Company is a party, whether as an original party, by succession or assignment or otherwise, with respect to the Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports: oil and gas leases, joint ventures, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, agreements involving gas gathering, gas purchasing, or the marketing, transportation and/or processing of production, agreements containing obligations to drill additional wells or conduct other material development operations, and agreements providing for an area of mutual interest or restricting any Target Company’s ability to operate, obtain, explore for or develop interests in a particular geographic area. Complete copies of all material Company Oil and Gas Agreements related to Oil and Gas Properties of the Target Companies have been made available to the Parent.

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(b)          The Company has provided or made available to the Parent true and correct copies of all written reports requested or commissioned by a Target Company and received prior to the date of this Agreement estimating any Target Company’s proved oil and gas reserves prepared by an unaffiliated third Person concerning the Oil and Gas Properties of the Target Companies for any of the past two (2) fiscal years of the Target Companies (the “Reserve Reports”). The factual, non-interpretive data provided by the Target Companies to the third party preparer of any Reserve Report that were used to prepare such Reserve Report were accurate in all material respects at the time such data was provided to such preparer. Without limiting the generality of the preceding sentence, with respect to each lease, unit or well reflected in the Reserve Reports, the Target Companies were, to the Knowledge of the Company, (i) entitled to not less than the “net revenue interest” and (ii) obligated to bear a percentage of the costs and expenses relating to the maintenance, development, operation and production of any oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons in an amount not greater than the “working interest”, in each case as reflected in the applicable Reserve Reports.

(c)          All material items of operating equipment, pipelines and facilities owned or leased by any Target Company and used in the operation of the Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports are, in the aggregate, in a state of repair so as to be adequate to carry on the businesses of the Target Companies as presently conducted with regards to such Oil and Gas Properties.

(d)          Except for goods and other property sold, used or otherwise disposed of since the date of the most recent Reserve Report in the ordinary course of business or reflected as having been sold, used or otherwise disposed of in the Company Financials, the Target Companies own or have valid leases in or contractual rights to use all material operating equipment, pipelines and facilities used in the operation of their respective Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports.

(e)          Except for property sold or otherwise disposed of since the date of the most recent Reserve Report in the ordinary course of business or reflected as having been sold or otherwise disposed of in the Company Financials, the Target Companies have Defensible Title to all Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports, in each case relating to the interests referred to therein as of the date of such report, and in each case as attributable to interests owned by the Target Companies, free and clear of any Liens, except for (i) Permitted Liens, (ii) such imperfections of title and non-monetary Liens as are not, individually or in the aggregate, reasonably likely to be material to any of the Target Companies, (iii) the rights of landlords or lessors under leasehold interests, (iv) Liens specifically identified on the Interim Balance Sheet. For purposes hereof, the term “Defensible Title” means such title to Oil and Gas Properties that is with respect to each recorded ownership interest, evidenced by an instrument or instruments filed of record in accordance with the conveyance and recording laws of the applicable jurisdiction to the extent necessary to entitle the applicable Target Company to receive, throughout the productive life of the well associated with such Oil and Gas Property, not less than the “net revenue interest” set forth in the applicable Reserve Report in and to all hydrocarbons produced from or allocated to such well, and obligate such applicable Target Company to bear, throughout the productive life of such well, not greater than the “working interest” set forth in the applicable Reserve Report of such well, except increases in such “working interest” that result in at least a proportionate increase in the “net revenue interest” for such well.

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(f)          The Target Companies have paid all material royalties, overriding royalties and other burdens on production due and payable by the Target Companies with respect to their respective Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports (other than items that are being held in suspense).

(g)          There are no material assets constituting the Target Companies’ Oil and Gas Properties (i) that are currently required to be Decommissioned pursuant to applicable Laws or Contracts that have not been Decommissioned; (ii) that formerly produced but that are currently shut in or temporarily abandoned not in compliance with applicable Laws and Contracts in any material respect; or (iii) that have been Decommissioned but that have not been Decommissioned in compliance with applicable Laws and Contracts in any material respect. For purposes hereof, “Decommissioning” means (A) the abandonment, removal, decommissioning or plugging of any Oil and Gas Properties, (B) as applicable, clearing the seafloor of any or all obstructions and debris created by or related to any Oil and Gas Properties, including the operation thereof and (C) the investigation, clean-up and restoration activities related to clauses (A) or (B).

(h)          No Target Company has any outstanding bonds, letters of credit or other forms of financial assurance posted or provided by any Target Company with or to any Governmental Authority or other Person which are required to be posted or provided in compliance with applicable Laws or Contracts and related to the Oil and Gas Properties operated by the Target Companies.

(i)          To the Knowledge of the Company, none of the Oil and Gas Properties of the Target Companies forming the basis for the reserves reflected in the Reserve Reports are subject to any (i) preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement or (ii) tax partnership agreement or other provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

(j)          No Target Company has received any material advance, take-or-pay or other similar payments that entitle purchasers of production from the Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Reports to receive deliveries of any oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons without paying therefor, except as set forth in the Company Financials.

(k)          No Target Company has made any election to not participate in any operation or activity proposed with respect to any material Oil and Gas Properties of the Target Companies which would be reasonably likely to result in such Target Company’s interests in such Oil and Gas Properties being subject to a material penalty or forfeiture as a result of such election not to participate in such operation or activity.

(l)          Schedule 5.26(l) sets forth, as of the date of this Agreement, a true and complete list of all authorities for expenditures or capital commitments relating to the Oil and Gas Properties of the Target Companies that expressly and specifically bind the Target Companies to spend, individually or in the aggregate, more than $100,000 on drilling or reworking wells or on other capital projects from and after the date of this Agreement.

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(m)          The Oil and Gas Properties of the Target Companies are (i) exempt from regulation by the U.S. Federal Energy Regulatory Commission under applicable Law and (ii) not subject to rate regulation or comprehensive nondiscriminatory access regulation under the Laws of any state or other local jurisdiction.

5.27         Ethical Business Practices. No Target Company, nor any of their respective Representatives acting on their behalf has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (c) made any other unlawful payment. No Target Company, nor any of their respective Representatives acting on their behalf has directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any Target Company or assist any Target Company in connection with any actual or proposed transaction.

5.28         Money Laundering Laws. The operations of each Target Company are and have been conducted at all times in compliance with laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, and no Action involving a Target Company with respect to the any of the foregoing is pending or, to the Knowledge of the Company, threatened.

5.29         OFAC. No Target Company or any of their respective directors or officers, or, to the Knowledge of the Company, any other Representative acting on behalf of a Target Company is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by OFAC; and no Target Company has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last five (5) fiscal years.

5.30         Investment Company Act. No Target Company is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

5.31         Finders and Investment Bankers. Except as set forth in Schedule 5.31, no Target Company has incurred or will incur any Liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby.

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5.32         Independent Investigation. Without limiting Section 7.5(e) hereof, the Company has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Parent, the Purchaser and Merger Sub, and acknowledge that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Parent, the Purchaser and Merger Sub for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Parent, the Purchaser and Merger Sub set forth in Article IV (including the related portions of the Parent Disclosure Schedules and any Supplemental Disclosure Schedules provided by the Parent); and (b) none of the Parent, the Purchaser, Merger Sub or any of their respective Representatives has made any representation or warranty as to the Parent, the Purchaser or Merger Sub or this Agreement, except as expressly set forth in Article IV (including the related portions of the Parent Disclosure Schedules and Supplemental Disclosure Schedules provided by the Parent).

5.33         Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference: (a) in any Report of Foreign Issuer on Form 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Offer Documents; or (c) in the mailings or other distributions to the Parent’s shareholders and prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Parent, the Purchaser, Merger Sub or any of their respective Affiliates.

5.34         Disclosure. No representations or warranties by the Company in this Agreement (including the disclosure schedules hereto) or the Ancillary Documents, (a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state, when read in conjunction with all of the information contained in this Agreement, the disclosure schedules hereto and the Ancillary Documents, any fact necessary to make the statements or facts contained therein not materially misleading.

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Article VI

COVENANTS; OTHER AGREEMENTS

6.1           Access and Information.

(a)          The Company shall give, and shall direct its Representatives to give, the Parent and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Parent and the Purchaser in advance), access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as the Parent or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives to reasonably cooperate with the Parent and its Representatives in their investigation; provided, however, that the Parent and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company or any of its Subsidiaries.

(b)          The Parent shall give, and shall direct its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to the Company in advance), access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Parent or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Parent, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Parent’s Representatives to reasonably cooperate with the Company and its Representatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Parent or any of its Subsidiaries.

6.2           Confidentiality. All information obtained by the Parent and its Representatives, on the one hand, and the Company and its Representatives, on the other hand, pursuant to this Agreement or otherwise, shall be kept confidential in accordance with and subject to the Confidentiality Agreement, dated as of July 1, 2013, by and between the Parent and the Company (the “Confidentiality Agreement”). The Parties further acknowledge and agree that the existence and terms of this Agreement and the transactions contemplated hereby are strictly confidential and that the Parties and their respective Representatives shall not disclose to the public or to any third Person the terms of this Agreement and the transactions contemplated hereby other than with the express prior written consent of the other Parties, except (a) as may be required by applicable Law or at the request of any Governmental Authority having jurisdiction over the such Party or any of its Representatives, Control Persons or Affiliates, including any applicable public listing requirements, (b) as required to carry out a Party’s obligations hereunder or (c) as may be required to defend any action brought against such Person in connection with this Agreement.

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6.3           Conduct of Business of the Company.

(a)          Unless the Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), except as expressly contemplated by this Agreement or as set forth on Schedule 6.3, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Company and its Subsidiaries and their respective businesses, assets and employees, and (iii) take those commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, their existing relationships with all Top Customers and Top Suppliers, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.

(b)          Without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries to not:

(i)          amend, waive or otherwise change, in any respect, its Organizational Documents, except as explicitly contemplated by this Agreement;

(ii)         authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other security interests, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such equity securities or other security interests;

(iii)        split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities or other security interests;

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(iv)        incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person (provided, that this Section 6.3(b)(iv) shall not prevent the Target Companies from refinancing any previously existing Indebtedness for the same or lesser amounts on terms more favorable to the Target Companies, as determined in the reasonable judgment of the Company);

(v)         increase the wages, salaries or compensation of its employees in the aggregate by more than five percent (5%), or increase bonuses for employees in the aggregate in excess of five percent (5%), or make commitments to advance with respect to bonuses for fiscal year 2013 or 2014, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice;

(vi)        make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

(vii)       transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any of the Company Registered IP, Company Licensed IP or other Company IP, or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets;

(viii)      terminate, waive or assign any material right under any Company Material Contract or any tenant lease or enter into any Contract (A) involving amounts reasonably expected to exceed $100,000 per year, (B) that would be a Company Material Contract or (C) with a term longer than one year that cannot be terminated without payment of a material penalty and upon notice of sixty (60) days or less;

(ix)         fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(x)          establish any Subsidiary outside of the ordinary course of business or enter into any new line of business;

(xi)         fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xii)        revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to maintain compliant with GAAP and after consulting the Company’s outside auditors;

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(xiii)       waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company or its Affiliates) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;

(xiv)      close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;

(xv)       acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

(xvi)      make capital expenditures in excess of $100,000 individually for any project (or set of related projects) or $250,000 in the aggregate;

(xvii)     adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(xviii)    voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan;

(xix)       sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, other than pursuant to operation of Law;

(xx)        enter into any agreement, understanding or arrangement with respect to the voting of Company Securities;

(xxi)       take any action that would reasonably be expected to materially delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement;

(xxii)      enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business); or

(xxiii)     authorize or agree to do any of the foregoing actions.

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6.4           Conduct of Business of the Parent, the Purchaser and Merger Sub.

(a)          Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 6.4, the Parent shall, and shall cause the Purchaser and Merger Sub to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the Parent, the Purchaser and Merger Sub and their respective businesses, assets and employees, and (iii) take those commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.

(b)          Without limiting the generality of Section 6.4(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.4, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Parent shall not, and shall cause the Purchaser and Merger Sub to not:

(i)          amend, waive or otherwise change, in any respect, its Organizational Documents;

(ii)         except as contemplated herein, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other security interests, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such equity securities or other security interests;

(iii)        split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities or other security interests;

(iv)        incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person (provided, that this Section 6.3(b)(iv) shall not prevent the Parent or the Purchaser from borrowing funds necessary to finance their Expenses incurred in connection with the consummation of the Transactions up to an aggregate of $1,000,000, up to $500,000 of which Indebtedness from the Sponsors the Parent may, in accordance with and as described in the IPO Prospectus, satisfy at or prior to the Transaction Merger Effective Time by converting such Indebtedness into warrants of Parent on terms substantially identical to the Parent Sponsor/EBC Warrants);

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(v)         make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;

(vi)        amend, waive or otherwise change in any manner adverse to the Parent the agreements governing the Trust Account;

(vii)       terminate, waive or assign any material right under any material agreement to which it is a party;

(viii)      fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(ix)         establish any Subsidiary outside of the ordinary course of business or enter into any new line of business;

(x)          fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xi)         revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to maintain compliant with GAAP and after consulting the Parent’s outside auditors;

(xii)        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Parent, the Purchaser or Merger Sub) not in excess of $100,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Parent Financials;

(xiii)       acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

(xiv)      make capital expenditures in excess of $100,000 individually for any project (or set of related projects) (or set of related projects) or $250,000 in the aggregate;

(xv)       adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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(xvi)      voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $100,000 individually or $250,000 in the aggregate other than pursuant to the terms of a material Contract in existence as of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 6.4 during the Interim Period;

(xvii)     sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights, other than pursuant to operation of Law;

(xviii)    enter into any agreement, understanding or arrangement with respect to the voting of Parent Securities;

(xix)       take any action that would reasonably be expected to materially delay or impair the obtaining of any consents or approvals of any Governmental Authority to be obtained in connection with this Agreement; or

(xx)        authorize or agree to do any of the foregoing actions.

6.5         Annual and Interim Financial Statements. From the date hereof through the Closing Date, within forty-five (45) calendar days following the end of each calendar month, each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser and the Parent an unaudited consolidated summary of its earnings and an unaudited consolidated balance sheet for the period from the Interim Balance Sheet Date through the end of such calendar month, quarterly period or fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Company and its Subsidiaries as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company shall promptly deliver to the Purchaser and the Parent copies of any audited consolidated financial statements of the Company and its Subsidiaries that the Company’s certified public accountants may issue.

6.6         Parent Public Filings. During the Interim Period, the Parent will keep current and timely file all of its public filings with the SEC and otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts to maintain the listing of the Parent Ordinary Shares and the Parent Public Warrants on the NASDAQ.

6.7         No Solicitation.

(a)          For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and (ii) an “Alternative Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning the sale of all or any material part of (I) the business or assets of the Company and its Subsidiaries, taken as a whole (other than in the ordinary course of business), or (II) the capital stock or other securities of the Company or its Subsidiaries (including any Company Securities), whether such transaction takes the form of a sale of equity, assets, merger, consolidation, or issuance of debt securities or making of a loan or otherwise or any joint venture or partnership (provided, that an Alternative Transaction shall exclude (x) a financing which occurs with parties already subject to a confidentiality agreement with the Company and pursuant to which discussions are in progress in connection with the Company’s equity capital raise for additional shares of Company Series C-1 Preferred Stock, (y) any financing entered into for the purpose of completing acquisitions permitted by Section 6.3 or (z) the refinancing of outstanding Indebtedness with new Indebtedness) and (B) with respect to the Parent and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning a Business Combination.

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(b)          During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives to not, without the prior written consent of the other Parties, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal, (ii) furnish any non-public information regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect to, or that could be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third Person from, or waive any provision of, any confidentiality agreement to which such Party is a party.

(c)          Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such Party or its Affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if verbal) and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall, and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such solicitations, discussions or negotiations.

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6.8         Notification; Commercially Reasonable Efforts.

(a)          Notification of Certain Matters. Each of the Parties shall give prompt notice to the other Parties if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party providing the notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (A) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents that are already disclosed as of the date of this Agreement on the disclosure schedules to this Agreement as being required in connection with the transactions contemplated by this Agreement) or (B) any non-compliance with any Law; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; or (v) the commencement or threat, in writing, of any Action against any Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

(b)          Commercially Reasonable Efforts.

(i)          Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all Requisite Regulatory Approvals), and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

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(ii)         In furtherance and not in limitation of Section 6.8(b)(i), to the extent required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (A) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (B) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the SEC or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; (C) permit the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the SEC or any other Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by the FTC, the DOJ, the SEC or such other applicable Governmental Authority or other Person, give the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(c)          As soon as reasonably practicable following the date of this Agreement, the Parties shall cooperate in all respects with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice to the other Parties if such Party or its Representatives receives any notice from such Governmental Authorities in connection with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting.

(d)          If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby.

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(e)          In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the transactions contemplated by this Agreement, or any other Ancillary Document, the Parties shall, and shall cause their respective Representatives to, cooperate in all respects with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

(f)          Prior to the Transaction Effective Time, each Party shall use its commercially reasonable efforts to obtain any Consents of third Persons as may be necessary for the consummation of the transactions contemplated hereby by such Party or required as a result of the execution, performance or consummation of the transactions contemplated hereby by such Party, and the other Parties shall provide reasonable cooperation in connection with such efforts.

(g)          Notwithstanding anything herein to the contrary, no Party shall be required to agree to any term, condition or modification with respect to obtaining any Consents in connection with the transactions contemplated by this Agreement that would result in, or would be reasonably likely to result in: (i) a Material Adverse Effect to such Party or its Affiliates, or (ii) such Party having to cease, sell or otherwise dispose of any material assets or businesses (including the requirement that any such assets or business be held separate).

6.9         Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

6.10       Parent Ordinary Share Tender Offer.

(a)          Tender Offer. Prior to the Closing Date, as soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”), the Parent shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 of the outstanding Parent Ordinary Shares sold in its IPO (the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender Offer. The Parent may, without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.

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(b)          Offer Documents. The Parent shall comply in all material respects with the applicable provisions of and rules under the Securities Act, the Exchange Act and the applicable provisions of the Laws of the British Virgin Islands in the preparation, filing and distribution of the Offer Documents, the conduct of the Share Tender Offer thereunder, and the purchase of the Parent Ordinary Shares thereunder, including the applicable tender offer rules promulgated by the SEC. Without limiting the foregoing, the Parent shall ensure that the Offer Documents do not, as of the date on which they are first distributed to the shareholders of the Parent, and as of the date of the closing of the Share Tender Offer, contain, with respect to the Parent, the Purchaser or Merger Sub and their respective businesses, management, operations and financial condition, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, that in accordance with Section 6.10(c) below, the Company and not the Parent, the Purchaser or Merger Sub is responsible for the information regarding Target Companies and their respective businesses, management, operations and financial condition.

(c)          Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer shall include disclosures regarding the Target Companies and their respective businesses, management, operations and financial condition. Accordingly, the Company agrees to (i) provide, as promptly as practicable, the Parent with such information as shall be reasonably requested by the Parent for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and complies as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries as is required under Regulation 14A promulgated under the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rules. The Company understands that such information shall be included in the Offer Documents and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries to, make its directors, officers and employees available to the Parent and its counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC.

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6.11       Sponsor Tender Offer. Prior to the Closing Date, in accordance with the IPO Prospectus and the agreements between the Parent and the Sponsors described therein, the Parent and its Affiliates will cause the Sponsors to commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer (the “Warrant Tender Offer” and together with the Share Tender Offer, the “Tender Offers”) to purchase all of the issued and outstanding Parent Public Warrants validly tendered and not withdrawn for a cash price of sixty cents ($0.60) per Parent Public Warrant. The Warrant Tender Offer shall be conducted pursuant to the applicable tender offer rules under the Exchange Act and promulgated by the SEC. The Sponsors may, without the consent of, but with prior notice to, the Company, extend the Warrant Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Warrant Tender Offer. The Company shall cooperate with the efforts of the Parent to cause the Sponsors to conduct the Warrant Tender Offer, including (a) providing as promptly as practicable upon request by Parent or the Sponsors such information regarding the Target Companies, including a description of their respective management, businesses, operations and financial condition, as shall be reasonably requested by the Parent and the Sponsors for inclusion in the Warrant Tender Offer documents (including any attachments thereto) and (b) ensuring that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and complies as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall, and shall cause its Subsidiaries to, make its directors, officers and employees available to the Parent, the Sponsors and their respective counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC.

6.12       Registration Statement. As soon as practicable after the date hereof, Purchaser shall prepare and file with the SEC a registration statement on Form S-4 to register the issuance of the Purchaser Securities to be issued in the Redomestication Merger (the “Registration Statement”). Purchaser shall cooperate and provide the Company (and its counsel) and the Parent (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser with such information concerning the Target Companies that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Parent and the Purchaser will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing.

6.13       Public Announcements.

(a)          The Parties hereto agree that no public release, filing or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by any Party or any of their Affiliates without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

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(b)          As promptly as practicable after the execution of this Agreement, the Parties shall mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Immediately after the issuance of the Signing Press Release, the Parent shall prepare and file a pre-commencement Schedule TO-C or Schedule TO-I amendment and/ or Report on Form 6-K. As promptly as practicable after the completion of the Share Tender Offer, the Parent shall prepare a draft amendment to Schedule TO and/or Report on Form 6-K announcing the completion of the Share Tender Offer, if applicable, together with, or incorporating by reference such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the SEC (“Closing Filing”), which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. As promptly as practicable after the completion of the Share Tender Offer, the Parties shall mutually agree on and issue a press release announcing the results of the Share Tender Offer and, if applicable, the consummation of the Transactions (“Closing Press Release”). Concurrently with the Closing, the Parent shall distribute the Closing Press Release and the Parent shall file the Closing Filing with the SEC as soon as reasonably practicable thereafter. In connection with the preparation of the Signing Press Release, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and stockholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.

6.14       Post-Closing Board of Directors and Executive Officers.

(a)          The Parties shall take all necessary action, including causing the directors of the Purchaser and the Transaction Surviving Corporation to resign, so that effective at the Closing the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of twelve (12) individuals. At the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board the ten (10) directors of the Company immediately prior to the Transaction Effective Time and the two (2) persons that are either designated by the Purchaser prior to the Transaction Effective Time or by the INXB Representative after the Transaction Effective Time (the “INXB Directors”). Pursuant to the Purchaser Charter as in effect at the Transaction Effective Time, the Post-Closing Purchaser Board shall be a classified board with two classes of directors, with one class of directors, the Class A Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class A Directors serving two (2) year terms) and the other class of directors, the Class B Directors, serving a two (2) year term, such term effective from the Closing. The INXB Directors shall be included in Class B Directors. In accordance with the Purchaser Charter as in effect at the Transaction Time, no director on the Post-Closing Purchaser Board may be removed without cause. The Parties will work together to assure that a majority of the directors designated for the Post-Closing Purchaser Board qualify as an independent director under the SEC and NASDAQ rules. The Parties also agree to jointly work together during the Interim Period to identify a prestigious industry thought leader to serve as an independent director for the Purchaser from and after the Closing (initially as a Class B Director), and the Company agrees to appoint such individual to its board of directors prior to the Closing. The Parties hereto agree that the board of directors of the Transaction Surviving Corporation following the Closing will be identical to that of the Post-Closing Purchaser Board.

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(b)          The Parties shall take all action necessary, including causing the executive officers of the Purchaser and the Transaction Surviving Corporation to resign, so that the individuals serving as executive officers of the Purchaser and the Transaction Surviving Corporation immediately after the Closing will be the same individuals (in the same offices) as those of the Company immediately prior to the Transaction Effective Time.

6.15       Use of Trust Account Proceeds after the Closing. The Parties agree that after the Closing, the funds in the Trust Account and any proceeds received by the Purchaser or its Affiliates from the PIPE Investment, after taking into account payments for the Share Tender Offer, shall first be used (a) to pay the Parties accrued Expenses for the Transactions and (b) to pay the deferred Expenses (including underwriting commissions payable to the underwriters and any legal fees) of the IPO. Such Expenses will be paid at the Closing. Any remaining cash will be used for general corporate purposes. The Parties’ accrued Expenses as of the date of this Agreement are set forth on Schedule 6.15, and the Parties agree to update Schedule 6.15 prior to the Closing for additional Expenses of the Parties that are accrued after the date of this Agreement.

6.16       Supplemental Disclosure Schedules. During the Interim Period, each of the Company and the Parent shall have the right, by providing one or more written supplemental disclosure schedules (“Supplemental Disclosure Schedules”) to the other, to update its disclosure schedules (and with respect to the Parent, the disclosures by the Purchaser and Merger Sub) to disclose updates: (a) to reflect changes in the ordinary course of business first existing or occurring after the date of this Agreement, which if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth on such schedules, and (b) which updates do not result from any breach of a covenant made by such disclosing Party or its Affiliates in this Agreement. Other than any updates permitted by the prior sentence, no Supplemental Disclosure Schedule shall affect any of the conditions to the Parties’ respective obligations under the Agreement (including for purposes of determining satisfaction or waiver of the conditions set forth in Article VIII), or any indemnification rights under Article VII or any other remedy available to the Parties arising from a representation or warranty that was or would be inaccurate, or a warranty that would be breached, without qualification by the update.

6.17       No Other Representations.

(a)          Each of the Parent, the Purchaser and Merger Sub agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by or on behalf of the Company or its Representatives pursuant hereto, none of the Company or any of its Representatives has made or will be deemed to have made to the Parent or its Representatives any representation or warranty of any kind in connection with this Agreement or the transactions contemplated hereby.

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(b)          The Company acknowledges and agrees that, except for the representations and warranties of the Parent, the Purchaser and Merger Sub expressly set forth in Article IV or in any certificate delivered by or on behalf of such Party or its Representatives pursuant hereto, none of the Parent, the Purchaser, Merger Sub, nor any of their respective Representatives makes or has made to the Company or its Representatives any representation or warranty of any kind in connection with this Agreement or the transactions contemplated hereby.

6.18       Company Warrant Termination Agreement. Within ten (10) Business Days of execution of this Agreement, the Company shall enter into an agreement with each Company Warrantholder in the form of Exhibit E hereto (a “Company Warrant Termination Agreement”) setting forth the amendment and termination of the Company Warrants.

6.19       Amendment of Company Charter. Following the execution of this Agreement, the Company shall cause the Company Charter to be amended to (a) cause the Transaction Merger to be considered a “Deemed Liquidation Event” or another defined event having comparable effect and (b) conform the provisions governing conversion of Company Preferred Stock contained therein to the methodology used in Schedule 2.7.

Article VII
SURVIVAL AND INDEMNIFICATION

7.1         Survival. The representations, warranties and pre-Closing covenants of the Company, the Parent, the Purchaser and Merger Sub which are contained in or made pursuant to this Agreement will survive the Closing until and including the Expiration Date; provided, however, that any representation, warranty or covenant the breach or violation of which is made the basis of a claim for indemnification made on or prior to the Expiration Date will survive, solely with respect to such claim for indemnification, until such time as such claim is finally resolved in accordance with this Agreement and the Escrow Agreement.

7.2         Indemnification by the Company. Subject to the terms and conditions of this Article VII, from and after the Closing the Company (including the Transaction Surviving Corporation and any other successors or assigns) (with respect to any claim made under this Section 7.2, the “Company Indemnifying Party”) shall indemnify and hold harmless the Purchaser and its Affiliates and their respective successors and permitted assigns (each, with respect to any claim made under this Section 7.2, a “Purchaser Indemnified Party”) from and against any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Purchaser Indemnified Party, to the extent resulting from, relating to, arising out of or attributable to any breach by the Company Indemnifying Party of any representations, warranties, covenants or agreements contained in this Agreement or in any Ancillary Document. 

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7.3         Indemnification by the Purchaser. Subject to the terms and conditions of this Article VII and Section 10.1, from and after the Closing the Purchaser (including the Redomestication Surviving Corporation and any other successors or assigns) (with respect to any claim made under this Section 7.3, the “Purchaser Indemnifying Party” and, each Purchaser Indemnifying Party and Company Indemnifying Party, an “Indemnifying Party”) shall indemnify and hold harmless the Company and its Affiliates and their respective successors and permitted assigns (each, with respect to any claim made under this Section 7.3, a “Company Indemnified Party” and, each Purchaser Indemnified Party and Company Indemnified Party, an “Indemnified Party”) from and against any and all Losses paid, suffered or incurred by, or imposed upon, any Company Indemnified Party, to the extent resulting from, relating to, arising out of or attributable to any breach by the Parent, the Purchaser or Merger Sub of any representations or warranties relating to a period at or prior to the Closing or any covenants or agreements to be performed at or prior to the Closing contained in this Agreement or in any Ancillary Document.

7.4         Payment from Escrow Account. Notwithstanding anything to the contrary contained herein, any indemnification claims against an Indemnifying Party under this Article VII shall be exclusively brought against and paid solely from the Escrow Account, and the aggregate indemnification claims shall not exceed the Escrow Shares and other amounts in the Escrow Account. Any payments from the Escrow Account shall first be paid with the Escrow Shares and then with any remaining property in the Escrow Account. With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VII. For successful indemnification claims by a Purchaser Indemnified Party under Section 7.2, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Purchaser, and the Purchaser shall cancel any Escrow Shares that any Purchaser Indemnified Party receives promptly after receipt thereof. For successful indemnification claims by a Company Indemnified Party under Section 7.3, promptly after the indemnification claim is finally determined in accordance with this Article VII, the Escrow Agent shall disburse a number of Escrow Shares equal to the amount of such indemnification claim (as determined in accordance with this Section 7.4) from the Escrow Account to the Exchange Agent for distribution to the Company Holders with each Company Holder receiving their Pro Rata Share of such Escrow Shares.

7.5         Limitations and General Indemnification Provisions.

(a)          Except as otherwise expressly provided in this Article VII, the Purchaser Indemnified Parties will not be entitled to receive any indemnification payments under Section 7.2 until the aggregate amount of Losses incurred by the Purchaser Indemnified Parties exceed $1,000,000 (the “Deductible”), and then the Purchaser Indemnified Parties shall only receive the amount of aggregate Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to indemnification claims (i) for breaches of any of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.4 or 5.31 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

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(b)          Except as otherwise expressly provided in this Article VII, the Company Indemnified Parties will not be entitled to receive any indemnification payments under Section 7.3 until the aggregate amount of Losses incurred by the Company Indemnified Parties exceed the Deductible, and then the Company Indemnified Parties shall only receive the amount of aggregate Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to indemnification claims (i) for breaches of any of the representations and warranties contained in Sections 4.1, 4.2, 4.5, 4.17 or 4.18 or (ii) that are based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

(c)          The maximum aggregate amount of indemnification payments to which the Indemnified Parties will be entitled to receive under Sections 7.2 and 7.3 upon the triggering of any indemnification obligation hereunder shall not exceed the value of the Escrowed Property in the Escrow Account. For the avoidance of doubt, (i) any Losses suffered by the Indemnified Parties which are indemnifiable under this Agreement from and after the Closing shall be indemnified only from the Escrow Account, and any other Losses suffered by the Indemnified Parties which would be indemnifiable under this Agreement from and after the Closing but for the exhaustion of the Escrow Account shall not be indemnified and (ii) the limitations of this Section 7.5(c) shall apply to the absolute total of indemnification claims made by all Indemnified Parties.

(d)          For purposes of determining the amount of Losses under this Article VII (but not for determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification.

(e)          No investigation or knowledge by an Indemnified Party or the INXB Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the recourse available to the Indemnified Parties under any provision of this Agreement, including this Article VII, with respect thereto.

(f)          The amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment.

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7.6         Indemnification Procedures.

(a)          The INXB Representative shall have the sole right to act on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties with respect to any indemnification claims made pursuant to this Article VII, including bringing and settling any claims hereunder and receiving any notices on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties. The Company shall have the sole right to act on behalf of the Company Indemnified Parties and the Company Indemnifying Parties with respect to any indemnification claims made pursuant to this Article VII, including bringing and settling any claims hereunder and receiving any notices on behalf of the Company Indemnified Parties and the Company Indemnifying Parties.

(b)          In order to make a claim for indemnification hereunder, Glori on behalf of a Company Indemnified Party or the INXB Representative on behalf of a Purchaser Indemnified Party (as applicable, the “Notifying Person”) must provide written notice (a “Claim Notice”) of such claim to the Escrow Agent and, (A) in the case of Glori on behalf of a Company Indemnified Party, the INXB Representative on behalf of the Purchaser Indemnifying Party, and (B) in the case of the INXB Representative on behalf of a Purchaser Indemnified Party, Glori on behalf of the Company Indemnifying Party (such Person entitled to receive notice under clauses (A) or (B) as applicable, the “Notified Person”), which Claim Notice shall include (i) a reasonable description of the facts and circumstances which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Notifying Person may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Notified Person and the Escrow Agent); provided, that the copy of any Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (i).

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(c)          In the case of any claim for indemnification under Section 7.2 or Section 7.3 arising from a claim of a third party (including the IRS or any other Governmental Authority) (a “Third Party Claim”), the Notifying Person must give a Claim Notice with respect to such Third Party Claim to the Notified Person promptly (but in no event later than twenty (20) days) after the Notifying Person’s receipt of notice of such Third Party Claim; provided, that the failure to give such notice will not relieve the Indemnifying Party of its indemnification obligations except to the extent that the defense of such Third Party Claim is materially and irrevocably prejudiced by the failure to give such notice. The Notifying Person will have the right to defend and to direct the defense against any such Third Party Claim in its name and at its expense, and with counsel selected by the Notifying Person unless (i) the Notified Person fails to acknowledge fully to the Notifying Person the obligations of the Indemnifying Party to the Indemnified Party within twenty (20) days after receiving notice of such Third Party Claim or contests, in whole or in part, its indemnification obligations therefor or (ii) there is a conflict of interest between the Notified Person and the Notifying Person in the conduct of such defense. If the Notified Person elects on behalf of the Indemnifying Person, and is entitled, to compromise or defend such Third Party Claim, it will within twenty (20) days (or sooner, if the nature of the Third Party Claim so requires) notify the Notifying Person of its intent to do so, and the Notifying Person and the Indemnified Party will, at the request and expense of the Indemnifying Party, cooperate in the defense of such Third Party Claim. If the Notified Person on behalf of the Indemnifying Party elects not to, or is not entitled under this Section 7.6 to, compromise or defend such Third Party Claim, fails to notify the Notifying Person of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the Notifying Person on behalf of Indemnified Party may pay, compromise or defend such Third Party Claim. Notwithstanding anything to the contrary contained herein, the Indemnifying Party will have no indemnification obligations with respect to any such Third Party Claim which has been or will be settled by the Indemnified Party or the Notifying Person without the prior written consent of the Notified Person on behalf of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding the foregoing, the Indemnified Party will not be required to refrain from paying any Third Party Claim which has matured by a final, non-appealable judgment, nor will it be required to refrain from paying any Third Party Claim where the delay in paying such claim would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnified Party or where any delay in payment would cause the Indemnified Party material economic loss. The Notified Person’s right on behalf of the Indemnifying Party to direct the defense will include the right to compromise or enter into an agreement settling any Third Party Claim; provided, that no such compromise or settlement will obligate the Indemnified Party to agree to any settlement that that requires the taking or restriction of any action (including the payment of money and competition restrictions) by the Indemnified Party other than the execution of a release for such Third Party Claim, except with the prior written consent of the Notifying Person on behalf of the Indemnified Party (such consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Notified Person’s right on behalf of the Indemnifying Party to compromise or settle in accordance with the immediately preceding sentence, the Notified Person on behalf of the Indemnifying Party may not settle or compromise any Third Party Claim over the objection of the Notifying Person on behalf of the Indemnified Party; provided, however, that consent by the Notifying Person on behalf of the Indemnified Party to settlement or compromise will not be unreasonably withheld, delayed or conditioned. The Notifying Person on behalf of the Indemnified Party will have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Notified Person’s right on behalf of the Indemnifying Party to direct the defense.

(d)          With respect to any direct indemnification claim that is not a Third Party Claim, the Notified Person on behalf of the Indemnifying Party will have a period of thirty (30) days after receipt of the Claim Notice to respond thereto. If the Notified Person on behalf of the Indemnifying Party does not respond within such thirty (30) days, the Indemnifying Party will be deemed to have accepted responsibility for the Losses set forth in such Claim Notice and will have no further right to contest the validity of such Claim Notice. If the Notified Person on behalf of the Indemnifying Party responds within such thirty (30) days after the receipt of the Claim Notice and rejects such claim in whole or in part, the Notifying Person on behalf of the Indemnified Party will be free to pursue such remedies as may be available under this Agreement, any other Ancillary Documents or applicable Law.

7.7         Exclusive Remedy; Non-Recourse.

(a)          From and after the Closing, except with respect to claims based upon fraud in the negotiation or execution of this Agreement or claims seeking injunctions or specific strict performance (including pursuant to Section 11.9), indemnification pursuant to this Article VII shall be the sole and exclusive remedy for the Parties with respect to matters arising under this Agreement of any kind or nature, including for any misrepresentation or breach of any warranty, covenant, or other provision contained in this Agreement or otherwise relating to the subject matter of this Agreement, including the negotiation and discussion thereof.

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(b)          This Agreement may only be enforced against the Parties hereto (and their successors and assigns). All claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with this Agreement), may be made only against the Persons that are expressly identified as Parties (and their successors and assigns), and no officer, director, partner, manager, equity holder, employee, consultant, representative, agent or Affiliate of any Party (including any Person negotiating or executing this Agreement on behalf of a Party) shall have any Liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract, tort or otherwise) that may arise out of or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including a representation or warranty made in connection with this Agreement).

Article VIII
CLOSING CONDITIONS

8.1         Conditions to Each Party’s Obligations. The obligations of each Party to consummate the transactions described herein shall be subject to the satisfaction or written waiver (where permissible) of the following conditions:

(a)          Tender Offers. Each of the Tender Offers shall have been completed in accordance with Section 6.10 and Section 6.11.

(b)          Registration Statement. The SEC shall have declared the Registration Statement effective, and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued.

(c)          Redomestication Merger. The Redomestication Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions.

(d)          Antitrust Laws. The waiting period (and any extension thereof) applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated.

(e)          Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement (the “Requisite Regulatory Approvals”), shall have been obtained or made.

(f)          Requisite Consents. The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 8.1(f) shall have each been obtained or made.

(g)          No Law. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

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(h)          No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

8.2         Additional Conditions to Obligations of the Company. In addition to the conditions specified in Section 8.1, the obligations of the Company to consummate the Transaction Merger are subject to the satisfaction or written waiver (by the Company) of the following conditions:

(a)          Representations and Warranties. All of the representations and warranties of the Parent, the Purchaser and Merger Sub set forth in this Agreement and in any certificate delivered by any such Party pursuant hereto shall be true and correct on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that do not materially and adversely affect the Parent’s, the Purchaser’s or Merger Sub’s ability to consummate the transactions contemplated hereby.

(b)          Agreements and Covenants. Each of the Parent, the Purchaser and Merger Sub shall have performed in all material respects all of such Party’s obligations and complied in all material respects with all of such Party’s agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)          No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Parent, the Purchaser or Merger Sub since the date of this Agreement.

(d)          Officer Certificate. Each of the Parent, the Purchaser and Merger Sub shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of such Party in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c).

(e)          Secretary Certificate. Each of the Parent, the Purchaser and Merger Sub shall have delivered to the Company a certificate from its secretary certifying as to (A) copies of such Party’s certificate of incorporation and bylaws (or similar applicable Organizational Documents) as in effect as of the Closing Date, (B) the resolutions of such Party’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Transactions and each of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any other Ancillary Document to which such Party is or is required to be a party or by which such Party is or is required to be bound.

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(f)          Good Standing. Each of the Parent, the Purchaser and Merger Sub shall have delivered to the Company good standing certificates (or similar documents applicable for such jurisdictions) for each such Party certified as of a date no later than sixty (60) days prior to the Closing Date from the proper Governmental Authority of such Party’s jurisdiction of organization and from each other jurisdiction in which such Party is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(g)         PIPE Investment. The Purchaser shall have completed the PIPE Investment for at least Eight Million, Five Hundred Thousand dollars ($8,500,000) at or prior to the Closing.

(h)         Trust Account and PIPE Proceeds. After payment by the Parent to its stockholders in consideration for Parent Ordinary Shares validly tendered and not validly withdrawn pursuant to the Share Tender Offer, and prior to the payment by the Parent of its Expenses or Taxes, the amount in the Trust Account, together with the proceeds from the PIPE Investment, shall be no less than Twenty-Five Million Dollars ($25,000,000); provided, that Parent’s outstanding Expenses to be paid pursuant to this Section 8.2(h) shall not exceed Three Million Dollars ($3,000,000) (excluding (i) any Expenses that have been paid or otherwise satisfied by the Parent or its Affiliates at or prior to the Transaction Merger Effective Time and (ii) any commissions paid or payable to brokers, investment bankers or other financial advisors pursuant to advisory agreements entered into by the Parent or its Affiliates and disclosed to the Company).

(i)          Warrant Amendment. The Warrant Amendment shall be in effect as of the Transaction Effective Time.

(j)          Escrow. The Company shall have received a copy of the Escrow Agreement, duly executed by the Purchaser, the INXB Representative and the Escrow Agent.

(k)         NASDAQ Listing. The Parent Ordinary Shares and Parent Public Warrants shall be listed on the NASDAQ on the Closing Date (prior to the Redomestication Effective Time); provided, that the Parties acknowledge that such listing requirement shall not be applicable after giving effect to the Redomestication Merger or the Transaction Merger.

(l)          Lock-Up Agreement and Registration Rights Agreement. The Company shall have received copies of the Lock-Up Agreement, duly executed by the Purchaser and the INXB Representative, and the Registration Rights Agreement, duly executed by the Purchaser.

(m)        Legal Opinion. The Company shall have received opinions from the Parent’s counsels, Ellenoff Grossman & Schole LLP and Ogier, in form and substance reasonably satisfactory to the Company, addressed to the Company and dated as of the Closing Date.

8.3         Additional Conditions to Obligations of the Parent, the Purchaser and Merger Sub. In addition to the conditions specified in Section 8.1, the obligations of the Parent, the Purchaser and Merger Sub to consummate the Transactions are subject to the satisfaction or written waiver (by the Parent) of the following conditions:

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(a)          Representations and Warranties. All of the representations and warranties of the Company set forth in this Agreement and in any certificate delivered by the Company pursuant hereto shall be true and correct on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, any Target Company.

(b)          Agreements and Covenants. The Company shall have performed in all material respects all of the Company’s obligations and complied in all material respects with all of the Company’s agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)          No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company or its Subsidiaries since the date of this Agreement.

(d)          Officer Certificate. The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c).

(e)          Secretary Certificate. The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (i) copies of the Company’s Organizational Documents as in effect as of the Closing Date, (ii) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the other Ancillary Documents to which it is a party or by which it is bound, and the consummation of the Merger Transaction and each of the transactions contemplated hereby and thereby, and (iii) the incumbency of officers authorized to execute this Agreement or any other Ancillary Document to which the Company is or is required to be a party or by which the Company is or is required to be bound.

(f)          Good Standing. The Company shall have delivered to the Purchaser good standing certificates (or similar documents applicable for such jurisdictions) for each Target Company certified as of a date no later than sixty (60) days prior to the Closing Date from the proper Governmental Authority of the Target Company’s jurisdiction of organization and from each other jurisdiction in which the Target Company is qualified to do business as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions; provided, that no such good standing certificate shall be required in respect of any Target Company organized under the laws of Argentina or the Russian Federation.

(g)         Employment Agreements. The Purchaser or its Subsidiaries shall have received duly executed employment agreements, in each case, effective as of immediately following the Transaction Effective Time, substantially in the form set forth in Exhibit D hereto (the “Employment Agreements”), with each of the executive officers and key employees of the Target Companies set forth on Schedule 8.3(g) hereto.

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(h)         Lock-Up Agreements and Registration Rights Agreements. The Purchaser and/or the Exchange Agent shall have received copies of Lock-Up Agreements and Registration Rights Agreements duly executed by each of the Company Holders, except for any Dissenting Stockholders.

(i)          Escrow. The Purchaser shall have received a counterpart signature page to the Escrow Agreement, duly executed by the Company and the Escrow Agent.

(j)          Legal Opinion. The Purchaser shall have received an opinion from the Company’s counsel, Norton Rose Fulbright, in form and substance reasonably satisfactory to the Purchaser, addressed to the Purchaser and dated as of the Closing Date.

(k)         FIRPTA Certificate. The Purchaser shall have received a certificate from the Company that meets the requirements of Treasury Regulation Section 1.897-2(h)(1), dated within thirty (30) calendar days prior to the Closing Date and in form and substance reasonably satisfactory to the Purchaser along with written authorization for the Purchaser to deliver such notice form to the IRS on behalf of the Company upon the Closing.

(l)          Company Indebtedness and Cash. Prior to giving effect to the transactions contemplated by this Agreement, the total consolidated Indebtedness of the Target Companies shall not exceed Six Million Dollars ($6,000,000) (increased by any Indebtedness incurred by the Company during the Interim Period to acquire material assets or businesses of another Person that is permitted (including with the Parent’s consent) under Section 6.3) and the consolidated cash on hand of the Target Companies (net of the aggregate balance of all outstanding checks or other debit instruments written against such accounts) shall be at least Fifteen Million Dollars ($15,000,000) (less any amounts of cash used by the Company during the Interim Period as the purchase price to acquire material assets or businesses of another Person that is permitted (including with the Parent’s consent) under Section 6.3).

(m)        Company Warrant Termination Agreements. The Purchaser shall have received copies of Company Warrant Termination Agreements duly executed by the Company and each of the Company Warrantholders.

(n)         Company Charter Amendment. The Company shall have effected the amendment of the Company Charter contemplated in Section 6.19.

8.4         Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such Party’s failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

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Article IX
TERMINATION AND EXPENSES

9.1         Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time as follows:

(a)          by mutual written consent of the Purchaser and the Company;

(b)          by written notice by any Party if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by April 25, 2014 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the intentional failure by such Party to fulfill a condition set forth in Sections 8.1 or 8.2, in the case of the Parent, the Purchaser or Merger Sub, or Sections 8.1 or 8.3, in the case of the Company, was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

(c)          by written notice by any Party if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions or the other transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

(d)          by written notice by the Company, if (i) there has been a breach by the Parent, the Purchaser or Merger Sub of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Party shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a) or Section 8.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Company or (B) the Outside Date; or

(e)          by written notice by the Purchaser or Parent, if (i) there has been a breach by the Company of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of the Company shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.3(a) or Section 8.3(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by the Purchaser or its Affiliates or (B) the Outside Date.

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9.2         Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant to a written notice delivered by the applicable Party to the other Parties, which sets forth the basis for such termination, including the provision of Section 9.1 under which such termination is made. In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 6.2, 9.3, 9.4, Article VII, Article X, Article XI and this Section 9.2 shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any action or omission that constitutes fraud, in either case, prior to termination of this Agreement (subject to Article X). Without limiting the foregoing, and except as provided in Article VII, Sections 9.3 and 9.4 and this Section 9.2, but subject to Article X, the Parties’ sole right with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1.

9.3         Fees and Expenses. Subject to Sections 9.4, 10.1 and 11.11, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement. With respect to the Parent and the Purchaser, Expenses shall include (a) any and all deferred legal expenses of the IPO upon consummation of a business combination and (b) up to an aggregate of $400,000 in finder’s fees, consulting fees or other compensation payable to Parent’s officers or directors or other Persons, in any case, as determined by the Parent’s board of directors (in its sole discretion) in connection with the consummation of the Transactions, in any case, subject to the consummation of the Transactions.

9.4         Termination Fee.

(a)          Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement by the Purchaser or Parent pursuant to Section 9.1(e) and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Company or its Affiliates enter into an Alternative Transaction, the Company shall pay a termination fee equal to seventy-five percent (75%) of the Expenses documented and actually incurred by the Parent, the Purchaser and their respective Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to a maximum amount of $300,000 (the “Company Termination Fee”).

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(b)          Notwithstanding Section 9.3 above, in the event that (i) there is a termination of this Agreement by the Company pursuant to Section 9.1(d) and (ii) within one hundred and twenty (120) days after the date of the termination of this Agreement, the Parent, Purchaser or their respective Affiliates enter into an Alternative Transaction, the Parent and the Purchaser shall jointly and severally pay a termination fee equal to seventy-five percent (75%) of the Expenses documented and actually incurred by the Company and its Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including the Registration Statement and the Tender Offers, up to a maximum amount of $300,000 (the “Purchaser Termination Fee” and each of the Purchaser Termination Fee and the Company Termination Fee, a “Termination Fee”).

(c)          The applicable Termination Fee shall be paid, within ten (10) Business Days after the Party required to pay such Termination Fee receives the documented Expenses, by wire transfer of immediately available funds to an account designated in writing by the Party entitled to receive such Termination Fee. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable, the payment of the Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the recipient(s) of the Termination Fee would otherwise be entitled to assert against the liable Party or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to such Parties. Except for nonpayment of the Termination Fee, the Parties hereby agree that, upon termination of this Agreement in circumstances where the Termination Fee is payable, in no event shall the other Parties (i) seek to obtain any recovery or judgment against the Party liable for the Termination Fee or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or stockholders or (ii) be entitled to seek or obtain any other damages of any kind, including consequential, indirect or punitive damages; provided, that the foregoing shall not limit (x) any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any action or omission that constitutes fraud, in either case, prior to termination of this Agreement (subject to Article X) or (y) the rights of any Party to seek specific performance or other injunctive relief in lieu of terminating this Agreement.

9.5         Waiver. Any Party hereto may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this Agreement after the Closing shall also require the prior written consent of the INXB Representative.

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Article X
TRUST FUND WAIVER

10.1       Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. The Company acknowledges that it has read the IPO Prospectus and understands that the Parent has established the Trust Account containing the proceeds of the IPO and certain additional proceeds (including interest accrued from time to time thereon) initially in an amount of $46,000,000 for the benefit of the Parent’s public stockholders (including overallotment shares acquired by the underwriters of the IPO) (the “Public Stockholders”) and that, except as otherwise described in the IPO Prospectus, the Parent may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Parent Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (b) to the Public Stockholders if the Parent fails to either (i) execute a definitive agreement for a Business Combination within eighteen (18) months after the closing of the IPO or (ii) consummate a Business Combination within twenty (21) months after the closing of the IPO, and (c) to the Parent or the Parent’s successor after or concurrently with the consummation of its Business Combination. Subject to the last sentence of this Section 10.1, for and in consideration of the Parent entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees on behalf of itself and its Subsidiaries, that no Target Company does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Parent (or its Affiliates) and any Target Company, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Subject to the last sentence of this Section 10.1, the Company on behalf of itself and its Subsidiaries hereby irrevocably waives any Released Claims it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, Contracts or agreements with Parent or its Affiliates and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement). The Company agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Parent and its Affiliates to induce them to enter in this Agreement, and the Company further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent any Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates, which proceeding seeks, in whole or in part, monetary relief against the Parent or its Affiliates, the Company hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit any Target Company (or any party claiming on a Target Company’s behalf or in lieu of a Target Company) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that a Target Company commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Parent or its Affiliates which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Parent and its Affiliates shall be entitled to recover from the Target Companies the associated legal fees and costs in connection with any such action, in the event the Parent or its Affiliate prevails in such action or proceeding. Notwithstanding the foregoing, the Purchaser shall have all rights of the Parent to any distributions made to the Parent upon consummation of the Transactions after giving effect to (A) distributions made by the trustee to Public Stockholders that tender their Ordinary Shares in the Share Tender Offer and (B) the payment of expenses incurred by or on behalf of the Parent.

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Article XI
MISCELLANEOUS

11.1       Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a) if to the Company, to:

Glori Energy, Inc.
4315 South Drive
Houston, TX 77053
Attn: Stuart M. Page
Facsimile: (713) 237-8585
Email: spage@glorienergy.com

with a copy to (but which shall not constitute notice):

Norton Rose Fulbright
1301 McKinney, Suite 5100
Houston, TX 77010-3095
Attn: Charles Powell
Facsimile: (713) 651-5246
Email: Charles.powell@nortonrosefulbright.com

(b) if to the Purchaser, the Parent or Merger Sub to:

c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42nd Floor, Tel Aviv, Israel, 67023
Attn: Mark Chess
Facsimile: 972-3-6075456
Email: MarkC@infinity-equity.com

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with a copy to (but which shall not constitute notice):

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11^th Floor
New York, New York 10105
Attention:  Stuart Neuhauser
Facsimile: (212) 370-7889
Email: sneuhauser@egsllp.com

(c) if to the INXB Representative to:

c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42nd Floor, Tel Aviv, Israel, 67023
Attn: Mark Chess
Facsimile: 972-3-6075456
Email: MarkC@infinity-equity.com

with a copy to (but which shall not constitute notice):

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11^th Floor
New York, New York 10105
Attention:  Stuart Neuhauser
Facsimile: (212) 370-7889
Email: sneuhauser@egsllp.com

11.2       Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

11.3       Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. Each Party hereto hereby (A) submits to the exclusive jurisdiction of any state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (B) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each Party agrees that a final judgment in any such Action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or himself, or its or his property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 11.1. Nothing in this Section 11.3 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

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11.4       Waiver of Jury Trial. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each Party hereto (i) certifies that no Representative of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of any Action, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.4.

11.5       Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.6       Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”; (h) reference to any Law means such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (i) any agreement, instrument, insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”, and “Exhibit” are intended to refer to Sections, Articles, Schedules and Exhibits to this Agreement; and (k) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case to be followed by the words “consistent with past practice”. The term “Dollars” or “$” means United States dollars. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered, provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered, provided and made available to the Parent or its Representatives, such Contract, document, certificate or instrument shall have been posted to the electronic data site maintained on behalf of the Company by IntraLinks, Inc. or its Affiliates for the benefit of the Parent and its Representatives, and the Parent and its Representatives have been given access to the electronic folders containing such information.

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11.7       Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, and the Confidentiality Agreement embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein or the Confidentiality Agreement, which collectively supersede all prior agreements and the understandings among the Parties with respect to such subject matter. This Agreement may only be amended pursuant to a written agreement signed by each of the Parties hereto.

11.8       Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions to be consummated as originally contemplated to the fullest extent possible.

11.9       Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

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11.10     Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

11.11      INXB Representative.

(a)          Each of the Parent, the Purchaser and Merger Sub (and their successors and assigns), by execution and delivery of this Agreement, hereby appoints, effective as of the Transaction Effective Time, Infinity-C.S.V.C. Management Ltd., in its capacity as the INXB Representative, as each such Party’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Party, to act on behalf of such Party in connection with: (i) bringing, managing, controlling, defending and settling any indemnification claims on behalf of a Purchaser Indemnified Party or Purchaser Indemnifying Party under Article VII hereof, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 7.6 thereof, (ii) acting on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties under the Escrow Agreement, including giving and receiving all notices and communications on behalf of the Purchaser Indemnified Parties and the Purchaser Indemnifying Parties thereunder, and (iii) enforcing after the Closing the rights and obligations of such Parties and their respective successors and assigns under this Agreement and the other Ancillary Documents to which the INXB Representative is a party; provided, that the Parties acknowledge that the INXB Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities other than the Company Stockholders and their successors and assigns. All decisions and actions by the INXB Representative, including any agreement between the INXB Representative and the Company Indemnifying Party or Company Indemnified Party relating to the defense or settlement of any claims for which the Company Indemnifying Party may be required to indemnify a Purchaser Indemnified Party pursuant to Article VII hereof or for which the Purchaser Indemnifying Party may be required to indemnify a Company Indemnified Party pursuant to Article VII hereof, shall be binding upon all of the Parties, and no Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.11 are irrevocable and coupled with an interest.

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(b)          The INXB Representative shall not be liable for any act done or omitted under this Agreement as the INXB Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Parties shall jointly and severally indemnify the INXB Representative and hold the INXB Representative harmless against any damages, Liability, Loss or expense incurred without gross negligence, bad faith or willful misconduct on the part of the INXB Representative and arising out of or in connection with the acceptance or administration of the INXB Representative’s duties under this Agreement, including the reasonable fees and expenses of any legal counsel retained by the INXB Representative. In no event shall the INXB Representative in such capacity be liable hereunder or in connection herewith for any punitive or consequential damages. The INXB Representative shall be fully protected against the Parties in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof. No Person shall have any Liability for relying on the INXB Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the INXB Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Parties, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the INXB Representative may deem necessary or desirable from time to time. All of the indemnities, immunities, releases and powers granted to the INXB Representative under this Section 11.11(b) shall survive the Closing.

(c)          The Person serving as the INXB Representative may resign upon ten (10) days’ prior written notice to the Parties, provided, that the INXB Representative appoints a replacement INXB Representative. Each successor INXB Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original INXB Representative, and the term “INXB Representative” as used herein shall be deemed to include any such successor INXB Representatives.

11.12     Disclosure Schedules. For the purposes of the Company Disclosure Schedules and the Parent Disclosure Schedules, any information, item or other disclosure set forth in any party of such disclosure schedules (or, to the extent applicable, any Supplemental Disclosure Schedule) shall be deemed to have been set forth in all other applicable parts of such disclosure schedules (or, to the extent applicable, Supplemental Disclosure Schedules) to the extent that the applicability of such disclosure to such other parts is reasonably apparent on the face of such disclosure. Inclusion of information in any disclosure schedule or Supplemental Disclosure Schedule shall not be construed as an admission party that such information is material to the business, properties, financial condition or results of operations of, as applicable, the Company or the Parent, the Purchaser or Merger Sub. Matters reflected in any disclosure schedule or Supplemental Disclosure Schedule is not necessarily limited to matters required by this Agreement to be reflected therein and the inclusion of such matters shall not be deemed an admission that such matters were required to be reflected in such disclosure schedule or Supplemental Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature.

Article XII
definitions

12.1       Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

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“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement.

“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Company Charter” means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on April 29, 2013, as amended.

“Company Common Stock” means the common stock, par value $0.0001 per share, of the Company.

“Company Holder” means a Company Stockholder or Company Warrantholder.

“Company Investor Agreement” means each of the Fourth Amended and Restated Investors’ Rights Agreement, the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement and the Fourth Amended and Restated Voting Agreement by and among the Company and the Company Stockholders party thereto, each dated as of April 30, 2013, as amended.

“Company Options” means mean options (including commitments to grant options) to purchase shares of Company Common Stock issued pursuant to the Company Stock Plan or any other Benefit Plan.

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

“Company Securities” means, collectively, the Company Stock, the Company Options and the Company Warrants.

“Company Series A Preferred Stock” means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

“Company Series B Preferred Stock” means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

“Company Series C Preferred Stock” means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

“Company Series C-1 Preferred Stock” means the Series C-1 Preferred Stock, par value $0.0001 per share, of the Company.

“Company Stock” means, collectively, the Company Common Stock and the Company Preferred Stock”

“Company Stockholder” means a holder of Company Stock.

“Company Stock Plan” means the Glori Energy Inc. 2006 Stock Option and Grant Plan (including, after the Closing, as assumed by the Purchaser and amended in accordance with Section 2.8(d)).

“Company Warrantholder” means a holder of any Company Warrants.

“Company Warrants” means those warrants entitling the holders thereof to purchase Company Common Stock or Company Preferred Stock.

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“Contracts” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

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“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

“Convertible Basis” means, (a) with respect to shares of Company Preferred Stock, the number of shares of Company Common Stock that such shares of Company Preferred Stock (including any accrued and undeclared but unpaid dividends on such Company Preferred Stock) are convertible or exchangeable into pursuant to the terms of the Company Charter, as amended from time to time, including by the amendment contemplated by this Agreement, and (b) with respect to Company Warrants to acquire Company Preferred Stock, the number of shares of Company Common Stock that the Company Preferred Stock acquirable under such Warrants are convertible or exchangeable into in accordance with the applicable Company Warrant Termination Agreement.

“Copyrights” means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal, and non-registered copyrights.

“EBC” means Early Bird Capital, Inc., the lead underwriter in Parent’s IPO.

“Environmental Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. §1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Clean Water Act (33 U.S.C. §1251 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §136 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §651 et seq.), as each has been or may be amended.

“Environmental Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release of Hazardous Materials.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Hazardous Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“Indebtedness” of any Person means (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest) or for the deferred purchase price of property or services, (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (c) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP, (d) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances issued or created, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by an Lien on any property of such Person and (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (i) all obligation described in clauses (a) through (g) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Intellectual Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions related to the preceding property.

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“Internet Assets” means any all domain name registrations, web sites and web pages and related rights, items and documentation related thereto.

“IPO” means the initial public offering of Parent Units pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of the Parent, dated and filed with the SEC on July 19, 2012 (File No. 333-173575).

“Knowledge” means, with respect to any Party, the actual knowledge of its directors and executive officers, after due inquiry.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax liabilities due or to become due.

“Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries to consummate the transactions contemplated hereby on a timely basis; provided, however, that any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the United States or any other country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein) and (vi), with respect to Parent, the consummation and effects of the Tender Offers described in Sections 6.10 and 6.11 hereof; provided, further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses.

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“Merger Sub Common Stock” means the common stock, par value $0.01 per share, of Merger Sub.

“Organizational Documents” means, with respect to the Parent, the Parent Charter, and with respect to any other Party, its Certificate of Incorporation and Bylaws or similar organizational documents, in each case, as amended.

“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Parent Charter” means the memorandum and articles of association of Parent, as amended effective July 20, 2012.

“Parent Ordinary Shares” means the ordinary shares, no par value per share, of Parent.

“Parent Public Warrant” means one whole warrant entitling the holder thereof to purchase one (1) Parent Ordinary Share at a price of $7.00 per share.

“Parent Securities” means the Parent Ordinary Shares, the Parent Public Warrants, the Parent Sponsor/EBC Warrants and the Parent UPO, collectively.

“Parent Sponsor/EBC Warrant” means one whole warrant entitling the holder thereof to purchase one (1) Parent Ordinary Share at a purchase price of $7.00 per share.

“Parent Unit” means the units issued in the IPO consisting of one Parent Ordinary Share and one Parent Public Warrant.

“Parent UPO” means the unit purchase options granted to EBC to purchase up to 500,000 units at a price of $8.80 per unit, with each such unit consisting of one (1) Parent Ordinary Share and one (1) warrant entitling the holder thereof to purchase one (1) Parent Ordinary Share, with an exercise price of $7.00 per share. The Parent UPO will expire on July 19, 2017.

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“Patents” means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions, and other patent rights (including any divisionals, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn, or refiled).

“Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (e) Liens arising under this Agreement or any Ancillary Document.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

“Purchaser Common Stock” means the common stock, par value $0.01 per share, of Purchaser; provided, that at the Redomestication Merger Effective Time, the par value per share of the Redomestication Surviving Corporation shall be $0.0001 per share.

“Purchaser Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) share of Purchaser Common Stock at a price of $10.00 per share (after giving effect to the Warrant Amendment). Each Purchaser Public Warrant will be exercisable at the Closing and will expire five (5) years after the completion of the Transaction Merger, or earlier upon redemption or liquidation.

“Purchaser Securities” means the Purchaser Common Stock, the Purchaser Public Warrants and the Purchaser Sponsor/EBC Warrants, collectively.

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“Purchaser Share Price” shall mean the average closing trade price per share of Purchaser Common Stock as listed by NASDAQ (or any successor exchange or quotation system on which the Purchaser Common Stock is listed or quoted) for the twenty (20) day trading period ending on the trading day immediately prior to the date of determination.

“Purchaser Sponsor/EBC Warrant” means one whole warrant entitling the holder thereof to purchase one (1) share of Purchaser Common Stock at a purchase price of $10.00 per share (after giving effect to the Warrant Amendment).

“Purchaser Warrant” means any Purchaser Public Warrant or Purchaser Sponsor/EBC Warrant.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

“Remedial Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition of noncompliance with Environmental Laws.

“Representative” means, as to any Person, such Person’s Affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

“SEC” means the Securities and Exchange Commission (or any successor Governmental Authority).

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

“Software” means any computer software programs, including all source code, object code, and documentation related thereto and all software modules, tools and databases.

“Sponsors” means, collectively, (i) Infinity I-China Fund (Cayman), L.P., (ii) Infinity I-China Fund (Israel), L.P., (iii) Infinity I-China Fund (Israel 2), L.P. and (iv) Infinity I-China Fund (Israel 3), L.P., and, with respect to actions or events occurring from and after the date of this Agreement, HH Energy Group, LP.

“Subsidiary” means, with respect to any Person, any corporation, 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 that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity.

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“Target Company” means each of the Company and its direct and indirect Subsidiaries.

“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

“Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

“Trade Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

“Trademarks” means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names (including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications for registration and renewal thereof.

“Trust Account” means the trust account established by Parent with the proceeds from the IPO in accordance with the IPO Prospectus.

12.2         Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in the Section as set forth below adjacent to such terms:

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Term	Section
Accounts Receivable	5.25
Acquisition Proposal	6.7(a)
Adjusted Option	2.8(d)
Agreement	Preamble
Alternative Transaction	6.7(a)
Antitrust Laws	6.8(b)(ii)
Business Combination	10.1
BVI Law	1.1
Claim Notice	7.6(b)
Closing	3.1
Closing Date	3.1
Closing Filing	6.13(b)
Closing Press Release	6.13(b)
Company	Preamble
Company Benefit Plan	5.19(a)
Company Certificates	2.9(a)
Company Disclosure Schedules	Article V
Company Financials	5.7(a)
Company Indemnified Party	7.3
Company Indemnifying Party	7.2
Company IP	5.13(d)
Company IP Licenses	5.13(a)
Company Material Contract	5.12(a)
Company Oil and Gas Agreements	5.26(a)
Company Permits	5.10
Company Personal Property Leases	5.16
Company Real Property Leases	5.15
Company Registered IP	5.13(a)
Company Termination Fee	9.4(a)
Company Warrant Termination Agreement	6.18
Confidentiality Agreement	6.2
Decommissioning	5.26(g)
Deductible	7.5(a)
Defensible Title	5.26(e)
DGCL	Recitals
Dissenting Stockholders	2.12(a)
Dissenting Shares	2.12(a)
DOJ	6.8(b)(ii)
Employment Agreements	8.3(g)
Enforceability Exceptions	4.2
Environmental Permit	5.20(a)
Escrow Account	2.15
Escrow Agent	2.15
Escrow Agreement	2.15
Escrow Shares	2.15
Escrowed Property	2.7
Exchange Agent	2.9(a)
Exchange Ratio	2.8(d)
Expenses	9.3
Expiration Date	2.15
FTC	6.8(b)(ii)
Indemnified Party	7.3
Indemnifying Party	7.3
Interim Balance Sheet Date	5.7(a)
Interim Period	6.3
INXB Directors	6.14(a)
INXB Representative	Preamble
Leased Premises	5.15
Lock-Up Agreement	2.9(b)
Loss	7.2
Merger Consideration	2.7
Merger Sub	Preamble
Notified Person	7.6(b)
Notifying Person	7.6(b)
OFAC	4.22
Off-the-Shelf Software Agreements	5.13(a)
Offer Documents	6.10(a)
Oil and Gas Properties	5.26(a)
Outbound IP License	5.13(c)
Outside Date	9.1(b)
Parent	Preamble
Parent Disclosure Schedules	Article IV
Parent Financials	4.6(b)
Parent Material Contract	4.14(a)
Parent UPO Termination Agreement	4.27
Party(ies)	Preamble
Pending Claims	2.15
Pending Reserved Portion	2.8(d)
PIPE Investment	4.25
Post-Closing Purchaser Board	6.14(a)
Pro Rata Share	2.7
Public Certifications	4.6(a)
Public Stockholders	10.1
Purchaser	Preamble
Purchaser Indemnified Party	7.2

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Term	Section
Purchaser Indemnifying Party	7.3
Purchaser Termination Fee	9.4(b)
Redomestication Certificate of Merger	1.2
Redomestication Effective Time	1.2
Redomestication Merger	Recitals
Redomestication Plan of Merger	1.2
Redomestication Surviving Corporation	1.1
Registration Rights Agreement	2.9(b)
Registration Statement	6.12
Related Person	5.21
Released Claims	10.1
Requisite Regulatory Approvals	8.1(e)
Reserve Report	5.26(b)
Reserved Portion	2.8(d)
Restatement	4.6(a)
Schedule TO	6.10(a)
SEC Reports	4.6(a)
Section 409A Plan	5.19(j)
Share Tender Offer	6.10(a)
Signing Press Release	6.13(b)
Supplemental Disclosure Schedules	6.16
Tender Offers	6.11
Termination and Release Agreement	2.9(i)
Termination Fee	9.4(b)
Third Party Claim	7.6(c)
Top Customer	5.23
Top Supplier	5.23
Transaction Certificate of Merger	2.2
Transaction Effective Time	2.2
Transaction Merger	Recitals
Transaction Surviving Corporation	2.1
Transactions	Recitals
Warrant Amendment	4.26
Warrant Conversion Agreement	4.28
Warrant Tender Offer	6.11

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.

The Parent:
INFINITY CROSS BORDER ACQUISITION CORPORATION,
a British Virgin Islands company
By:	/s/ Mark Chess
	Name:  Mark Chess
	Title:  Executive Vice President
The Purchaser:
GLORI ACQUISITION CORP.,
a Delaware corporation
By:	/s/ Mark Chess
	Name:  Mark Chess
	Title:   President
Merger Sub:
GLORI MERGER SUBSIDIARY, INC.,
a Delaware corporation
By:	/s/ Mark Chess
	Name:  Mark Chess
	Title:   President
The INXB Representative:
INFINITY-C.S.V.C. MANAGEMENT LTD.,
in its capacity hereunder as the INXB Representative
By:	/s/ Avishai Silvershatz
	Name:  Avishai Silvershatz
	Title:   Managing Partner

[SIGNATURE PAGE TO MERGER AND SHARE EXCHANGE AGREEMENT]

The Company:
GLORI ENERGY INC.,
a Delaware corporation
By:	/s/ Stuart Page
	Name:  Stuart Page
	Title:  President and Chief Executive Officer

[SIGNATURE PAGE TO MERGER AND SHARE EXCHANGE AGREEMENT]

EX-4.2

Exhibit 4.2

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2014, by and among Glori Acquisition Corp., a Delaware corporation (the “Purchaser”), Glori Energy Inc., a Delaware corporation and, after giving effect to the consummation of the transactions contemplated by the Merger Agreement (as hereinafter defined), a wholly-owned subsidiary of the Purchaser (“Glori”), Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative (including any successor INXB Representative appointed pursuant to and an in accordance with Section 11.11 of the Merger Agreement, the “INXB Representative”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement.

WHEREAS, on January 8, 2014, the Purchaser, Glori and the INXB Representative entered into a Merger and Share Exchange Agreement (as it may be amended, the “Merger Agreement”) along with Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), and Glori Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), pursuant to which the parties agreed, subject to the terms and conditions set forth therein, (a) that the Parent will merge with and into the Purchaser, with the Purchaser as the surviving corporation (the “Redomestication Merger”), and then (b) that Merger Sub will merge with and into Glori, with Glori as the surviving corporation and a wholly-owned subsidiary of the Purchaser (the “Transaction Merger” and together with the “Redomestication Merger”, the “Transactions”);

WHEREAS, to secure assets for the payment of the parties’ post-Closing indemnification obligations under the Merger Agreement, in accordance with the Merger Agreement, certain shares of Purchaser Common Stock are being issued in the name of the former stockholders and warrantholders of Glori (the “Company Holders”) and deposited into an escrow account (the “Escrow Account”) to be held by the Escrow Agent as hereinafter provided;

WHEREAS, the Purchaser has appointed Continental Stock Transfer & Trust Company as its exchange agent (in such capacity, the “Exchange Agent”) for the Transaction Merger pursuant to and in accordance with the Exchange Agent Agreement, dated as of [●], by and between the Purchaser and the Exchange Agent;

WHEREAS, as provided in the Merger Agreement, the Parent, the Purchaser and Merger Sub have appointed the INXB Representative as their true and lawful agent and attorney-in-fact, effective as of the Transaction Effective Time, in connection certain matters arising from the transactions contemplated by the Merger Agreement (including the power to act for the Purchaser on behalf of pre-Closing equity holders of the Purchaser in matters related to this Agreement); and

WHEREAS, the Escrow Agent is willing to administer the escrow under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

Section 1.          Appointment. Glori and the INXB Representative hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby agrees to perform the duties of their escrow agent under this Agreement. The escrow services to be rendered by the Escrow Agent under this Agreement will not begin until the Escrow Agent has received the documentation necessary to establish the Escrow Account on its books and has received the escrow property in accordance with this Agreement.

Section 2.          Delivery of Escrow Amounts. Pursuant to Section 2.15 of the Merger Agreement, on the Closing Date after giving effect to the Redomestication Merger, the Purchaser shall deposit with the Escrow Agent 688,603 shares of Purchaser Common Stock (such shares, along with any equity securities thereafter paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”). Upon its receipt of the Escrow Shares, the Escrow Agent shall send a written acknowledgement of its receipt to Glori and the INXB Representative. The Escrow Agent shall hold, invest and disburse the Escrow Property in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, the “Escrow Property” means the Escrow Shares along with any dividends, distributions or other income thereon other than ordinary income distributions previously distributed in accordance with Section 3 (the “Earnings”), as reduced by any disbursements of such Escrow Shares or Earnings from the Escrow Account by the Escrow Agent in accordance with the terms of this Agreement.

Section 3.          Maintenance of the Escrow Amount and the Escrow Property. During the term of this Agreement, the Escrow Agent shall hold the Escrow Property in the Escrow Account and shall not transfer, lend or otherwise subject to a Lien any of the Escrow Property except until and to the extent that they are disbursed in accordance with Section 4. Any ordinary income dividends with respect to the Escrow Shares shall be delivered currently to the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement. The Escrow Shares shall be listed in the names of the appropriate Company Holders, and the appropriate Company Holders shall be entitled to vote the Escrow Shares. Except as Glori and the INXB Representative may otherwise agree in writing, no part of the Escrow Property may be withdrawn except as expressly provided in this Agreement.

Section 4.          Delivery of the Escrow Property. The Escrow Agent shall hold the Escrow Property and shall deliver the Escrow Property to either the Purchaser or the Exchange Agent (for further distribution to the Company Holders in accordance with the Merger Agreement), as applicable, in accordance with the following procedures:

(a)          Glori and the INXB Representative agree that, if at any time at or prior to 11:59 p.m. New York City time on the one (1) year anniversary of the Closing Date (the “Expiration Date”), the INXB Representative on behalf of a Purchaser Indemnified Party or Glori on behalf of a Company Indemnified Party (the INXB Representative and Glori in such capacity each referred to herein as a “Notifying Person”) seeks to assert a claim for indemnification under Article VII of the Merger Agreement (an “Indemnification Claim”), the following shall apply:

(i)          The Notifying Person shall deliver to the Escrow Agent and, (x) if the Notifying Person is the INXB Representative, Glori on behalf of the Company Indemnifying Party, or (y) if the Notifying Person is Glori, the INXB Representative on behalf of the Purchaser Indemnifying Party (such Person entitled to receive notice under clauses (x) or (y) as applicable, the “Notified Person”), a written notice (a “Claim Notice”) of such Indemnification Claim, which Claim Notice shall include (A) a reasonable description of the facts and circumstances which relate to the subject matter of such Indemnification Claim to the extent then known and (B) the amount of Losses suffered by the Indemnified Party in connection with the Indemnification Claim to the extent known or reasonably estimable (provided, that the Notifying Person may thereafter in good faith adjust the amount of Losses with respect to the Indemnification Claim by providing a revised Claim Notice to the Notified Person and the Escrow Agent) (such amount, as it may be adjusted, the “Indemnification Claim Amount”); provided, that, the copy of the Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of the Indemnifying Party or the Indemnified Party described in clause (A).

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(ii)          Unless the Notified Person provides a written notice objecting to such Indemnification Claim (an “Objection Notice”) during the Objection Period (as defined below) in accordance with Section 4(a)(iv) hereof, the Escrow Agent shall promptly (in any event within three (3) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Notified Person provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within three (3) Business Days) after the Escrow Agent’s receipt of such instructions from the Notified Person), distribute out of the Escrow Property the Indemnification Claim Amount to, (A) if the INXB Representative is the Notifying Person, the Purchaser or, (B) if Glori is the Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement.

(iii)         If the Notified Person provides an Objection Notice during the Objection Period that disputes only a portion of the Indemnification Claim Amount, the Escrow Agent shall promptly (in any event within three (3) Business Days) after its receipt of the Objection Notice, distribute out of the Escrow Property the undisputed portion of the Indemnification Claim Amount to, (A) if the INXB Representative is the Notifying Person, the Purchaser or, (B) if Glori is the Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement.

(iv)         If the Notified Person objects to the Indemnification Claim made in a Claim Notice, the Notified Person shall deliver concurrently to the Escrow Agent and the Notifying Person an Objection Notice (which notice provided to the Notifying Person, but not the Escrow Agent, shall include an attachment with a description, in reasonable detail, of the facts upon which such objection is based) by 11:59 p.m. New York City time on the thirtieth (30th) day after the delivery of the Claim Notice (the date of the delivery of the Claim Notice through such time, the “Objection Period”). If the Notified Person timely disputes an Indemnification Claim, Glori and the INXB Representative shall resolve the dispute in accordance with the terms of the Merger Agreement. If an Indemnification Claim is in dispute, the Escrow Agent shall not distribute any portion of the Escrow Property with respect to the disputed portion of the Indemnification Claim Amount, until receipt of (i) joint written instructions executed and delivered by the INXB Representative and Glori stating that the dispute has been resolved and that the Indemnified Party has the right to the Indemnification Claim Amount (or some portion thereof) (“Joint Instructions”) or (ii) a copy of a final non-appealable court order from a court of competent jurisdiction establishing the Indemnified Party’s right to the Indemnification Claim Amount (or some portion thereof) pursuant to the Merger Agreement (a “Final Order”). Upon receipt of such Joint Instructions or Final Order, the Escrow Agent shall, without further action on the part of the INXB Representative or Glori, promptly (in any event within three (3) Business Days) disburse the amount of the Escrow Property set forth in the Joint Instructions or the amount of Escrow Property as set forth in the Final Order (less any undisputed amounts already disbursed pursuant to Section 4(a)(iii)), as applicable, to, (A) if the INXB Representative is the Notifying Person, the Purchaser or, (B) if Glori is the Notifying Person, the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement.

(v)          The INXB Representative and Glori agree that the INXB Representative shall not be entitled to assert any new claim against the Escrow Property after the Expiration Date; provided, however, that any claim which is the subject of a Claim Notice submitted to the Escrow Agent in accordance with this Section 4 on or prior to the Expiration Date (whether or not formal legal action shall yet have been commenced based upon such claim and whether or not Losses have actually been incurred) shall remain viable against the Escrow Property, subject to final resolution as provided herein and in the Merger Agreement.

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(b)          Promptly after the Expiration Date, the INXB Representative and Glori shall deliver to the Escrow Agent joint written instructions executed by both the INXB Representative and Glori directing the Escrow Agent to deliver to the Exchange Agent for distribution to the Company Holders in accordance with the Merger Agreement, an amount equal to the excess (if any) of the remaining balance of the Escrow Property, over the aggregate Reserved Amount (as hereinafter defined) as of 11:59 p.m. (ET) on the Expiration Date in accordance with Section 4(c) below). For purposes of this Agreement: (i) a “Pending Claim” shall mean any Indemnification Claim for which, as of the relevant time, either (x) an Objection Notice has been delivered and remains unresolved or (y) the period of time for the delivery of an Objection Notice has not yet expired; (ii) an “Unpaid Claim” shall mean an Indemnification Claim for which, as of the relevant time, the Escrow Agent is required pursuant to this Section 4 to make a payment to the Indemnified Parties, but for which the Escrow Agent has not yet made such payment; and (iii) the “Reserved Amount” shall mean the aggregate dollar amount for all Pending Claims (less any undisputed amounts already distributed pursuant to Section 4(a)(iii)) and Unpaid Claims as of the relevant time. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrow Property in the Escrow Account to the Exchange Agent (for distribution to the Company Holders in accordance with the Merger Agreement).

(c)          Any amount of Escrow Property required to be delivered to the Purchaser or the Exchange Agent (for further distribution to the Company Holders in accordance with the Merger Agreement) pursuant to this Section 4 shall be delivered by the Escrow Agent pursuant to such delivery instructions as provided by the INXB Representative with respect to the Purchaser or Glori with respect to the Exchange Agent. The Escrow Property in the Escrow Account shall be disbursed in the following priority: (i) first, disbursements will be made using the Escrow Shares; and (ii) then, once the Escrow Shares have been fully disbursed from the Escrow Account, any disbursements shall be made with other property held in the Escrow Account.

(d)          For purpose of this Agreement, (i) the “Purchaser Share Price” shall mean the average closing trade price per share of Purchaser Common Stock as listed by NASDAQ (or any successor exchange or quotation system on which the Purchaser Common Stock is listed or quoted) for the twenty (20) day trading period ending on the trading day immediately prior to the date of determination and (ii) the “Final Resolution Date” means the date that an Indemnification Claim is finally determined in accordance with Section 4(a): (A) if no Objection Notice is delivered by the Notified Person, the 31^st day after the date that the Claim Notice is delivered, (B) if prior to the date described in clause (A) above, the Notified Person provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions, (C) if the Notified Person provides an Objection Notice that disputes only a portion of the Indemnification Claim Amount, with respect to the undisputed portion of such Indemnification Claim Amount, the date that the Escrow Agent receives such Objection Notice, or (D) with respect to any disputed Indemnification Claim Amount, either (I) the date that the Escrow Agent receives Joint Instructions or (II) the date of the Final Order. For any Escrow Shares to be disbursed under this Agreement with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share Price as of the Final Resolution Date of such Indemnification Claim. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the first day after the Expiration Date.

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(e)          The Escrow Agent shall rely exclusively on instructions provided in the joint written instructions executed and delivered by both the INXB Representative and Glori as to the amount and recipient of any distribution of Escrow Property pursuant to this Section 4, or the relevant order of any court of competent jurisdiction. The Escrow Agent has no duty or responsibility to calculate any distribution or to confirm the accuracy of any distribution amount so instructed. In the event that the Escrow Agent has any question as to the applicable Purchaser Share Price, the INXB Representative and Glori shall cooperate and promptly provide the Escrow Agent with their good faith determination of the applicable Purchaser Share Price (and in the event of any dispute as to the Purchaser Share Price, the Escrow Agent shall not disburse any Escrow Property until such dispute has been resolved).

(f)          The Escrow Agent shall have the right to deduct and withhold taxes from any payments to be made hereunder if such withholding is required by Law and to request and receive any necessary tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from the Purchaser or the Company Holders, as applicable.

(g)          If for any reason Glori or the Purchaser is no longer using the Exchange Agent to distribute Escrow Property to the Company Holders, any disbursements hereunder shall be to such Person(s) as designated by Glori for further distribution to the Company Holders in accordance with the Merger Agreement.

Section 5.          Tax Matters. Glori and the INXB Representative agree and acknowledge that, for U.S. federal income tax purposes, the Company Holders shall be the owners of the Escrow Property, and all interest, earnings or income, if any, earned with respect to the Escrow Property while held by the Escrow Agent shall be treated as earned by the Company Holders.

Section 6.          Duties. The Escrow Agent’s duties are entirely ministerial and not discretionary, and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to the Escrow Property, except to give notice, provide monthly reports, make disbursements, keep an accurate record of all transactions with respect to the Escrow Property, invest the Escrow Property in accordance with the terms of this Agreement and to comply with any other duties expressly set forth in this Agreement. The Escrow Agent shall not have any interest in the Escrow Property but shall serve as escrow holder only and have only possession thereof. Nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement.

Section 7.          Monthly Reports. The Escrow Agent shall provide monthly account statements to Glori and the INXB Representative with respect to the Escrow Account. Glori and the INXB Representative have one hundred twenty (120) days to object in writing to such reports. If no written notice detailing a party's objections has been received by the Escrow Agent within this period, an acceptance of such reports shall be deemed to have occurred.

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Section 8.          Authorized Parties; Reliance. Glori and the INXB Representative agree to provide, on Exhibit A (as it may be amended from time to time) to this Agreement, the names and specimen signatures of those persons who are authorized to issue notices and instructions to the Escrow Agent and execute required documents under this Agreement; provided, that (a) any individual appointed by Glori or the INXB Representative shall be singly authorized on behalf of Glori or the INXB Representative, as the case may be, with respect to matters under this Agreement and (b) Glori and the INXB Representative hereby agree to and for the benefit of each of the other parties that it will, at all times prior to the termination of this Agreement, (i) maintain on file with the Escrow Agent a current certificate of incumbency or other appropriate instrument designating at least two (2) authorized representatives as singularly authorized signatories for Glori or the INXB Representative with respect to matters under this Agreement (including the singular authorization of each such person on behalf of Glori or the INXB Representative to provide instructions to Escrow Agent on behalf of Glori or the INXB Representative to disburse all or any portion of the property in the Escrow Account), and (ii) promptly update any such certificate or instrument to the extent necessary to comply with the foregoing (and promptly provide the other party a copy of such update). The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent is entitled to rely on, and shall be fully protected in relying on, the instructions and notices from any one of the authorized signers, as identified on the attached Exhibit A (as it may be amended from time to time) to this Agreement, from each of Glori and the INXB Representative, either acting alone, until such time as their authority is revoked in writing, or until successors have been appointed and identified by notice in the manner described in Section 14 below.

Section 9.          Good Faith. The Escrow Agent shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

Section 10.       Right to Resign. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving such notice in writing of such resignation specifying a date when such resignation shall take effect, which shall be a date not less than sixty (60) days after the date of the notice of such resignation. Similarly, the Escrow Agent may be removed and replaced following the giving of thirty (30) days’ notice to the Escrow Agent by all of the other parties hereto. In either event, Glori and the INXB Representative shall agree upon a successor Escrow Agent. If the INXB Representative and Glori are unable to agree upon a successor or shall have failed to appoint a successor prior to the expiration of sixty (60) days following the date of resignation or thirty (30) days following the date of removal, the then- acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or otherwise appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Any successor Escrow Agent shall execute and deliver to the predecessor Escrow Agent, Glori and the INXB Representative an instrument accepting such appointment and the transfer of the Escrow Property and agreeing to the terms of this Agreement.

Section 11.       Compensation. The Escrow Agent shall be entitled to receive the fees as set forth on Exhibit B for the services to be rendered hereunder, and to be paid or reimbursed for all reasonable documented out-of-pocket expenses, disbursements and advances, including reasonable documented out-of-pocket attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder, such amounts to be paid by the Purchaser.

Section 12.       Indemnification. The Purchaser hereby agrees to indemnify the Escrow Agent for, and to hold it harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder.

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Section 13.          Disputes. If a controversy arises between the parties hereto as to whether or not or to whom the Escrow Agent shall deliver all or any portion of the Escrow Property or as to any other matter arising out of or relating to this Agreement or the Escrow Property, the Escrow Agent shall not be required to determine the same, shall not make any delivery of and shall retain the Escrow Property in dispute without liability to anyone until the rights of the parties to the dispute shall have finally been determined by mutual written agreement of Glori and the INXB Representative, or by a final non-appealable judgment or order of any state or federal court located in New York County, New York (or in any court in which appeal from such courts may be taken) but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received notice of such controversy or conflicting written notices from the parties to this Agreement.

Section 14.          Notices. Except to the extent expressly set forth herein, all notices and communications hereunder shall be in writing and shall be deemed to be given if (a) delivered personally, (b) sent by facsimile or email (with affirmative confirmation of receipt), (c) sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (d) sent by registered or certified mail, return receipt requested, postage prepaid to the parties as follows:

If to Purchaser, to:

with a copy (which will not constitute notice) to:

Glori Acquisition Corp. c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn:  Mark Chess Facsimile:  972-3-6075456 Email:  MarkC@infinity-equity.com

Norton Rose Fulbright 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Attn: Charles Powell Facsimile: (713) 651-5246 Email: Charles.powell@nortonrosefulbright.com and Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: Stuart Neuhasuer Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300 and Glori Energy Inc. 4315 South Drive Houston, TX 77053 Attn: Victor Perez Facsimile No: 713 237 8585 Email: vperez@glorienergy.com

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If to Glori, to:	with a copy (which will not constitute notice) to:
Glori Energy Inc. 4315 South Drive Houston, TX 77053 Attn: Victor Perez Facsimile No: 713 237 8585 Email: vperez@glorienergy.com	Norton Rose Fulbright 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Attn: Charles Powell Facsimile: (713) 651-5246 Email: Charles.powell@nortonrosefulbright.com and Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: Stuart Neuhasuer Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300
If to the INXB Representative, to: Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-3-6075456 Email: MarkC@infinity-equity.com	with a copy (which will not constitute notice) to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: Stuart Neuhasuer Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300
If to the Escrow Agent, to: Continental Stock Transfer & Trust Company 17 Battery Place 8th Floor New York, NY 10004 Attention: Compliance Department Facsimile No: (212) 509-5150 Telephone No: (212) 845-4000

or at such other address as any of the above may have furnished to the other parties in a notice duly given as provided herein. Any such notice or communication given in the manner specified in this Section 14 shall be deemed to have been given (i) on the date personally delivered or transmitted by facsimile or email (with affirmative confirmation of receipt), (ii) one (1) Business Day after the date sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (iii) two (2) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid.

Section 15.          Term. This Agreement shall terminate upon the final, proper and complete distribution of the Escrow Property in accordance with the terms hereof; provided, that the Purchaser’s obligations under Section 12 hereof shall survive any termination of this Agreement.

Section 16.          Entire Agreement. The terms and provisions of this Agreement (including the Exhibits hereto, which are hereby incorporated by reference herein) constitute the entire agreement between the Escrow Agent and the other parties hereto with respect to the subject matter hereof. Notwithstanding the foregoing, as between Glori and the INXB Representative, the terms of the Merger Agreement shall control and govern over the terms of this Agreement in the event of any conflict or inconsistency between this Agreement and the Merger Agreement. The actions of the Escrow Agent shall be governed solely by this Agreement.

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Section 17.          Amendment; Waiver. This Agreement may be amended or modified only by a written instrument duly signed by the parties hereto, and any provision hereof may be waived only by a written instrument duly signed by the party against whom enforcement of such waiver is sought.

Section 18.          Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 19.          Further Assurances. From time to time on and after the date hereof, the other parties hereto shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

Section 20.          Accounting. In the event of the resignation or removal of the Escrow Agent, upon the termination of this Agreement or upon demand at any time of either Glori or the INXB Representative under reasonable circumstances, the Escrow Agent shall render to Glori, the INXB Representative, and the successor escrow agent (if any) an accounting (free of charge) in writing of the property constituting the Escrow Property.

Section 21.          Interpretation. The parties acknowledge and agree that: (a) this Agreement is the result of negotiations between the parties and will not be deemed or construed as having been drafted by any one party, (b) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits attached hereto) and have contributed to its revision and (c) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) words of the masculine, feminine or neuter gender will include the masculine, neuter or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (iii) reference to any Law means such Law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (iv) any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated therein; (v) the term “or” means “and/or”; (vi) the words “herein, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (vii) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; (viii) any reference herein to “dollars” or “$” shall mean United States dollars; and (ix) reference to any Section or Exhibit means such Section hereof or Exhibit hereto.

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Section 22.          Successors and Assigns. This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties hereto; provided, however, that if the INXB Representative is replaced in accordance with the terms of the Merger Agreement, the replacement INXB Representative shall automatically become a party to this Agreement as if it were the original INXB Representative hereunder upon providing (i) written notice to the Escrow Agent and Glori of such replacement and accepting its rights and obligations under this Agreement and (ii) the Escrow Agent with the Patriot Act documentation referenced in Section 27 hereof from such replacement INXB Representative. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 23.          Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to or exclusive of, any rights or remedies otherwise available to a party hereunder.

Section 24.          Governing Law; Venue. The terms and provisions of this Agreement shall be construed and enforced in accordance with the Laws of the State of New York without reference to its conflict of laws provisions. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any state or federal court located in New York County, New York (or in any court in which appeal from such courts may be taken) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the Laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Section 25.          Waiver of Jury Trial. THE PURCHASER, GLORI, THE INXB REPRESENTATIVE AND THE ESCROW AGENT EACH SHALL WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS ESCROW AGREEMENT, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS ESCROW AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS ESCROW AGREEMENT.

Section 26.          Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Section 27.          U.S. Patriot Act. Glori and the INXB Representative agree to provide the Escrow Agent with the information reasonably requested by the Escrow Agent to verify and record Glori’s and the INXB Representative’s respective identities pursuant to the Escrow Agent’s procedures for compliance with the U.S. Patriot Act and any other applicable federal Laws.

Section 28.          Representations of the Parties. Each of the parties hereto hereby represents and warrants that as of the date hereof: (a) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all such actions have been duly and validly authorized by all necessary proceedings; and (b) this Agreement has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement of it.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

The Purchaser:
GLORI ACQUISITION CORP.
By:
	Name:
	Title:
Glori:
GLORI ENERGY, INC.
By:
	Name:
	Title:
The INXB Representative:
INFINITY-C.S.V.C. MANAGEMENT LTD.,
in its capacity under the Merger Agreement as the INXB Representative
By:
Name:
Title:
The Escrow Agent:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:

[Signature Page to Escrow Agreement]

EXHIBIT A
AUTHORIZED SIGNERS

Glori:

Name	Telephone Number	Specimen Signature
1.
2.
3.

INXB Representative:

Name	Telephone Number	Specimen Signature
1.
2.

EXHIBIT B
FEE INFORMATION

The Escrow Agent’s fees shall be $300 per month.

EX-4.3

Exhibit 4.3

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of the ____ day of ______________, 2014 (the “Effective Date”) by and among Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”), Glori Energy Inc., a Delaware Corporation (including any successor entity thereto, “Glori”), Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement (as defined below) as the INXB Representative (the “INXB Representative”), and each of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Restricted Holder” and collectively as the “Restricted Holders”.

RECITALS

WHEREAS, the Company entered into that certain Merger and Share Exchange Agreement, dated as of January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, a company incorporated in the British Virgin Islands (the “Parent”), the Company, Glori Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), the INXB Representative, and Glori (as amended from time to time, the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, the Parent will merge with and into the Company (the “Redomestication Merger”), and immediately thereafter Glori will merge with and into Merger Sub (the “Transaction Merger” and, together with the Redomestication Merger, the “Transactions”);

WHEREAS, upon the consummation of the Transactions (the “Closing”), Glori will be wholly-owned by the Company, and Glori’s stockholders and warrantholders immediately prior to the Transactions will become stockholders of the Company; and

WHEREAS, pursuant to the Merger Agreement, and in view of the valuable consideration to be received by the Restricted Holders thereunder, including the rights under the Registration Rights Agreement to be entered into between the Company and the Restricted Holders in connection with the Merger Agreement (the “Registration Rights Agreement”), the Company and the Restricted Holders desire to enter into this Agreement, pursuant to which shares of the Company’s common stock, par value $0.0001 per share (after giving effect to the Redomestication Merger) (the “Common Stock”), to be received by the Restricted Holders in connection with the consummation of the Transactions (including any equity securities into which such shares of Common Stock are thereafter exchanged or converted or which are paid as distributions or dividends in consideration of such shares, the “Subject Shares”) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1.            Lock-Up Provisions.

1.1          Each Restricted Holder hereby agrees not to, during the period commencing from the Closing and ending on the earlier of (a) the one (1) year anniversary of the Closing or (b) the date on which the Company consummates an Exit Event (as defined below) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Subject Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subject Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). In addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Subject Shares or any other shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, whether pursuant to the Registration Rights Agreement or otherwise. Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto. “Exit Event” shall mean a liquidation, merger, share exchange or other similar transaction following the Closing that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property.

1.2         If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Subject Shares as one of its equity holders for any purpose. In order to enforce Section 1.1, the Company may impose stop-transfer instructions with respect to the Subject Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.

1.3         Notwithstanding Sections 1.1 and 1.2, if:

(a)          (i) (1) any Restricted Holder is granted a waiver in accordance with Section 3.7 of the restrictions contained in Section 1.1 or Section 1.2 of this Agreement with respect to all or any portion of their Subject Shares, or (2) if any Company shareholder subject to the lock-up provisions of that certain Registration Rights Agreement, dated as of July 19, 2012, entered into by and among the Company (as successor to the Parent) and the former shareholders of the Parent signatory thereto, is granted a waiver of the lock-up provisions contained therein with respect to all or any portion of their shares subject thereto, and (ii) such waiver applies to Subject Shares or other Company equity having a fair market value in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (whether in one or multiple waivers) (such waiver, an “Early Release”), then a pro-rata portion of the Subject Shares held by each Restricted Holder as of the Effective Data shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2, and the Company shall take commercially reasonable efforts to provide notice to the Restricted Holders upon the occurrence of such Early Release; provided that if more than one Company shareholder is granted an Early Release simultaneously or as part of a series of related transactions, then the Early Release which results in the largest pro-rata portion of the Subject Shares being released shall be the only one applied;

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(b)          If any Infinity PIPE Purchaser (as defined below) in accordance with Section 4(l) of that certain Share Purchase Agreement, dated as of January 7, 2014, by and among the Parent, the Purchaser, and the investors listed on the schedule of buyers attached thereto (as amended from time to time, the “PIPE Agreement”) provides the Company with notice of its intent to sell any of its Firm Shares (as defined in the PIPE Agreement) at least five (5) days before the consummation of such sale of Firm Shares (the date of any such sale, a “PIPE Release Date”), then (i) promptly after its receipt of such notice, the Company shall give notice of such intended sale to the Restricted Holders, and (ii)  the PIPE Percentage (as defined below) of the Subject Shares held by each Restricted Holder as of the Effective Date shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2 on the PIPE Release Date; for the purposes of this Section 1.3(b): (1) “Infinity PIPE Purchaser” means any of Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P., Infinity I-China Fund (Israel 3), L.P. or their respective Affiliates (as defined in the Merger Agreement) that that acquires shares of capital stock of the Company under the PIPE Agreement; and (2) “PIPE Percentage” means, as of a PIPE Release Date, a fraction expressed as a percentage calculated by taking (x) the number of Firm Shares sold by Infinity PIPE Purchasers on such PIPE Release Date, and dividing by (y) 1,487,500;

(c)          the Common Stock’s share price reaches or exceeds Nine Dollars and Sixty Cents ($9.60) for any twenty (20) trading days within any thirty (30) trading day period during the Lock-Up Period, then fifty percent (50%) of the Subject Shares held by each Restricted Holder as of the Effective Date shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2; provided, that the foregoing stock price limitations shall be equitably adjusted as determined in good faith by the Company’s Board of Directors for any stock splits, stock dividends, stock combinations, or other similar transactions affecting the Company’s Common Stock; and

(d)          the Common Stock’s share price reaches or exceeds Twelve Dollars ($12.00) for any twenty (20) trading days within any thirty (30) trading day period during the Lock-Up Period, then all of the Subject Shares then held by each Restricted Holder shall be released from such Restricted Holder’s obligations under Sections 1.1 and 1.2; provided, that the foregoing stock price limitations shall be equitably adjusted as determined in good faith by the Company’s Board of Directors for any stock splits, stock dividends, stock combinations, or other similar transactions affecting the Company’s Common Stock.

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2.           Release and Covenant Not to Sue. Subject to Sections 3.2 and 3.11, effective upon the Closing, each Restricted Holder hereby releases and discharges Glori and its subsidiaries from and against any and all claims, suits, actions, demands, obligations, agreements, debts and liabilities whatsoever (whether known or unknown, asserted or unasserted, contingent, inchoate, or otherwise), both at law and in equity, which such Restricted Holder now has, has ever had or may hereafter have against Glori or any of its subsidiaries arising at or prior to the Closing or on account of or arising out of any matter occurring at or prior to the Closing; provided, that if such Restricted Holder is an employee of Glori or its subsidiaries who will continue to be employed immediately following the Closing, such release shall exclude any claims related to the right of such employee to receive current earned and accrued but unpaid compensation, unreimbursed business expenses or other employment benefits generally available to all employees of Glori and its subsidiaries. From and after the Closing, each Restricted Holder hereby irrevocably covenants to refrain from, directly or indirectly, asserting, commencing or causing to be commenced any claim, suit, action or demand of any kind against Glori or any of its subsidiaries, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Restricted Holder may have under the terms and conditions of the Merger Agreement to receive the merger consideration for its shares of Glori capital stock or warrants to acquire shares of Glori capital stock.

3.           Miscellaneous.

3.1           Assignment. This Agreement and all obligations of each Restricted Holder are personal to such Restricted Holder and may not be transferred or delegated by such Restricted Holder at any time. The Company and Glori may freely assign any or all of their rights under this Agreement, in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder. If the INXB Representative is replaced in accordance with the terms of the Merger Agreement, the replacement INXB Representative shall automatically become a party to this Agreement as if it were the original INXB Representative hereunder.

3.2           Other Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Company, Glori and the INXB Representative or any of the obligations of the Restricted Holders under any other agreement between the Restricted Holders and the Company, Glori or the INXB Representative or any certificate or instrument executed by the Restricted Holders in favor of the Company, Glori or the INXB Representative, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company, Glori or the INXB Representative or any of the obligations of the Restricted Holders under this Agreement.

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3.3           Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. All legal proceedings, claims, suits, actions, demands, disputes or controversies (any of the foregoing, a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. Each party hereto hereby (a) submits to the exclusive jurisdiction of any state or federal court located in New York, New York, for the purpose of any Proceeding arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each party agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or himself, or its or his property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 3.6. Nothing in this Section 3.3 shall affect the right of any party to serve legal process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.

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

3.5           Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (c) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (d) a “person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof; and (e) the term “or” means “and/or”.

3.6           Notices. All notices, requests, and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or facsimile upon affirmative confirmation of receipt, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt, in each case to the applicable party at the following addresses (or to such other address for a party as shall be specified by like notice):

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If to the Company or Glori, to: Glori Energy, Inc. 4315 South Drive Houston, TX 77053 Attn: Chief Executive Officer Facsimile: (713) 237-8585	With copies to (which shall not constitute notice): Norton Rose Fulbright 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Attn: Charles Powell Facsimile: (713) 651-5246 Email: Charles.powell@nortonrosefulbright.com and Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-3-6075456 Email: MarkC@infinity-equity.com and Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: Stuart Neuhauser Facsimile: (212) 370-7889 Email: sneuhauser@egsllp.com
If to the INXB Representative, to: Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-3-6075456 Email: MarkC@infinity-equity.com	With a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attention: Stuart Neuhauser Facsimile: (212) 370-7889 Email: sneuhauser@egsllp.com
If to any Restricted Holder, to the address of such Restricted Holder as set forth under the name of such Restricted Holder on the signature pages hereto.

3.7           Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company, Glori, the INXB Representative, and Restricted Holders holding a majority of the Subject Shares. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

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3.8           Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

3.9           Specific Performance. Each Restricted Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by any Restricted Holder, money damages may be inadequate and the Company, Glori and the INXB Representative may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by a Restricted Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of the Company, Glori and the INXB Representative shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by any Restricted Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

3.10         Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party.

3.11         Entire Agreement. This Agreement (including any Schedules hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document (as defined in the Merger Agreement), including the Registration Rights Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

The Company:
Glori Acquisition Corp.
By:
	Name:  Mark Chess
	Title:  President
Glori:
GLORI ENERGY INC.
By:
	Name:
	Title:
The INXB Representative:
Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative
By:
	Name:  Mark Chess
	Title:

[Signature Page to Lock-Up Agreement]

Restricted Holders:

RESTRICTED HOLDERS WHO ARE
NATURAL PERSONS (i.e., individuals):

By:

Print Name:  

RESTRICTED HOLDERS WHO ARE
NOT NATURAL PERSONS (i.e.,
corporations, limited liability companies,
partnerships, trusts or other entities):

Print Name

of Entity:

By:

Print Name:

Print Title:

Address for Notice:

Facsimile:

Email:  

[Signature Page to Lock-Up Agreement]

SCHEDULE A

RESTRICTED HOLDERS

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the ____ day of ______________, 2014 by and among Glori Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (as defined below) (the “Company”) and each of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder” and collectively as the “Holders.”

RECITALS

WHEREAS, the Company entered into that certain Merger and Share Exchange Agreement, dated as of January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, a company incorporated in the British Virgin Islands (the “Parent”), the Company, Glori Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. as the INXB Representative (the “INXB Representative”), and Glori Energy Inc., a Delaware Corporation (“Glori”) (as amended from time to time, the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, the Parent will merge with and into the Company, and Glori will merge with and into Merger Sub (the “Transactions”);

WHEREAS, as a result of the Transactions, Glori will be wholly owned by the Company, and Glori’s stockholders immediately prior to the Transactions will become stockholders of the Company; and

WHEREAS, pursuant to the Merger Agreement, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holder certain registration rights with respect to certain securities of the Company.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

Article 1

Definitions and Construction

1.1           The terms defined in this Article 1 shall have the respective meanings set forth below.

“Adverse Disclosure” shall mean any public disclosure of material nonpublic information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble to this Registration Rights Agreement.

“Board” shall mean the Board of Directors of the Company.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company, par value $0.0001 per share (upon consummation of the Transactions).

“Company” shall have the meaning given in the Preamble to this Agreement.

“Demand Registration” shall have the meaning given in Section 2.1(a).

“Demanding Holders” shall have the meaning given in Section 2.1(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” shall have the meaning given in Section 2.1(a).

“Form S-3” shall have the meaning given in Section 2.3.

“Glori” shall have the meaning given in the Recitals to this Agreement.

“Holders” shall have the meaning given in the Preamble to this Agreement.

“Maximum Number of Securities” shall have the meaning given in Section 2.1(d).

“Merger Agreement” shall have the meaning given in the Recitals to this Agreement.

“Merger Sub” shall have the meaning given in the Recitals to this Agreement.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus not misleading.

“Option Registration Rights” shall mean those contractual registration rights granted to the holders of Common Stock issued upon conversion of previously outstanding purchase options issued in connection with the Parent’s initial public offering.

“Parent” shall have the meaning given in the Recitals to this Agreement.

“Piggyback Registration” shall have the meaning given in Section 2.2(a).

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“PIPE Registration Rights” shall mean those contractual registration rights granted pursuant to that certain Registration Rights Agreement, dated as of ___________, _____, by and among Parent, the Company, and other parties thereto.

“Pro Rata” shall have the meaning given in Section 2.1(d).

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Prospectus Date” shall mean the date of the final prospectus filed with the Commission and relating to the Company’s Registration Statement on Form S-4 referred to in Section 6.12 of the Merger Agreement.

“Registrable Security” shall mean (i) any outstanding Common Stock or any other equity security of the Company (including Common Stock issued or issuable upon the exercise of any convertible security) held by a Holder as of the date of this Agreement, and (ii) any other equity security of the Company issued or issuable with respect to any such Common Stock by way of a share dividend or share split or in connection with a combination of shares, acquisition, recapitalization, consolidation, reorganization, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement, (b) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act, (c) such securities shall have ceased to be outstanding, or (d) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(i) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities;

(ii) registration and filings fees of any exchange or quotation service on which the Common Stock is then listed or quoted;

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(iii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(iv) printing, messenger, telephone and delivery expenses;

(v) reasonable fees and disbursements of counsel for the Company;

(vi) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(vii) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in Section 2.1(a).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Sponsor Registration Rights” shall mean those contractual registration rights granted pursuant to that certain Registration Rights Agreement, dated as of July 19, 2012, by and among Parent and other parties thereto.

“Transactions” shall have the meaning given in the Recitals to this Agreement.

“Underwriter” shall mean a securities dealer or designee who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

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1.2           Construction. For the purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting any gender shall include all genders as the context requires; (b) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; (c) the terms “hereof”, “herein”, “hereunder”, “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) when a reference is made in this Agreement to an Article, Section, paragraph, Exhibit or Schedule, such reference is to an Article, Section, paragraph, Exhibit or Schedule of this Agreement unless otherwise specified; (e) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be modified by the words “without limitation”, unless otherwise specified; (f) the use of the word “or” is not intended to be exclusive unless expressly indicated otherwise; (g) the word “shall” shall be construed to have the same meaning and effect of the word “will”; (h) all accounting terms used and not defined herein have the respective meanings given to them under GAAP; and (i) references to “the parties” shall mean the parties to this Agreement.

Article 2

Registration Rights

2.1           Demand Registration.

(a)          Request for Registration. Subject to the provisions of Section 2.1(d) and Section 2.4, at any time after the expiration (or earlier waiver or termination) of the Lock-Up Period (as defined in that certain Lock-Up Agreement, dated as of __________, 2014 (the “Lock-Up Agreement”), by and among the Company, Glori, the INXB Representative, and certain of the Holders), the Holders of at least twenty-five percent (25%) of the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of at least fifteen percent (15%) of the then outstanding number of Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”); provided, that if the waiver or termination of the Lock-Up Period does not apply to all of the Subject Shares (as defined in the Lock-Up Agreement), then any Demand Registration may only be made with respect to those Subject Shares for which the Lock-Up Period has been waived or terminated. The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder to the Company, such Requesting Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, file a Registration Statement for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration and use its reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this Section 2.1(a) with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration have been sold in accordance with Section 3.1 of this Agreement.

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(b)          Effective Registration. Notwithstanding the provisions of Section 2.1(a), a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective unless and until (x) such stop order or injunction is removed, rescinded, or otherwise terminated, and (y) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

(c)          Underwritten Offering. Subject to the provisions of Section 2.1(d) and Section 2.4, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.1(c) shall enter into an underwriting agreement in customary form with the Underwriter selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

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(d)          Reduction of Underwritten Offering. If the managing Underwriter in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock that the Company is obligated to register in a Registration pursuant to the PIPE Registration Rights; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock that the Company is obligated to register in a Registration pursuant to the Sponsor Registration Rights and the Option Registration Rights, pro rata, that can be sold without exceeding the Maximum Number of Securities; (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (v) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Securities.

(e)          Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any) pursuant to a Registration under Section 2.1(a) shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.

2.2           Piggyback Registration.

(a)          Piggyback Rights. If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement filed (i) in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (1) describe the amount and type of securities to be included in such offering, the intended method of distribution, and the name of the proposed managing Underwriter, if any, in such offering, and (2) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2(a) shall enter into an underwriting agreement in customary form with the Underwriter selected for such Underwritten Offering by the Company.

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(b)          Reduction of Piggyback Registration. If the managing Underwriter in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the total of (w) the dollar amount or number of shares of Common Stock that the Company desires to sell, (x) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (y) the Registrable Securities as to which registration has been requested pursuant to Section 2.2, and (z) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(i)          If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration: (1) first, the shares of Common Stock or other equity securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities; (2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the shares of Common Stock as to which Registration has been requested pursuant to the PIPE Registration Rights which can be sold without exceeding the Maximum Number of Securities, (3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1) and (2), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) and the shares of Common Stock as to which Registration has been requested pursuant to the Sponsor Registration Rights and the Option Registration Rights, pro rata, which can be sold without exceeding the Maximum Number of Securities; and (4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1), (2) and (3), the shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company which can be sold without exceeding the Maximum Number of Securities;

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(ii)         If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration: (1) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (2) second, to the extent that the Maximum Number of Securities has not been reach under the foregoing clause (1), the shares of Common Stock as to which Registration has been requested pursuant to the PIPE Registration Rights which can be sold without exceeding the Maximum Number of Securities; (3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1) and (2), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) and the shares of Common Stock as to which Registration has been requested pursuant to the Sponsor Registration Rights and the Option Registration Rights, pro rata, which can be sold without exceeding the Maximum Number of Securities; (4) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1), (2) and (3), the shares of Common Stock or other equity securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities; and (5) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1), (2), (3) and (4), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities which can be sold without exceeding the Maximum Number of Securities.

(c)          Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

(d)          Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3           Registrations on Form S-3. The Holders of Registrable Securities may at any time request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar shortform registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if (a) a Form S-3 is not available for such offering or (b) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

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2.4           Restrictions on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred and twenty (120) days after the effective date of a Company-initiated Registration, and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section 2.1(a) and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective, (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer, or (c) in the good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

2.5           Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Article 2.

Article 3

Company Procedures

3.1           General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

(a)          prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

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(b)          prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

(c)          prior to filing a Registration Statement or prospectus or any amendment or supplement thereto, furnish without charge to the Underwriter, if any, and the Holders of Registrable Securities included in such Registration and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriter and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

(d)          prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

(e)          cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(f)          provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

(g)          advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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(h)          at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i)          notify the Holders at any time when a Prospectus relating to such Registration Statement 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 a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

(j)          permit a representative of the Holders, the Underwriter, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives, advisors or Underwriter enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

(k)          obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

(l)          on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;

(m)          in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

(n)          make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(o)          if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

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(p)          otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2           Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3           Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4           Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5           Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action, as any Holder may reasonably request, to the extent required to enable such Holder to sell Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

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Article 4

Indemnification and Contribution

4.1           Indemnification.

(a)          The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities and, as applicable, such Holder’s officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein and (ii) any violation or alleged violation by the Company (or any of its agents or affiliates) or the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under any of the foregoing. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

(b)          In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, such Holder shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

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(c)          Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement 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.

(d)          The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or by any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

(e)          If the indemnification provided under this Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1(a), 4.1(b), and 4.1(c), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1(e) from any person who was not guilty of such fraudulent misrepresentation.

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Article 5

Miscellaneous

5.1           Successors and Assigns; No Third Party Beneficiaries.

(a)          This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

(b)          This Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder.

(c)          This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Holders and their permitted assigns and successors.

(d)          This Agreement shall not confer any rights or benefits on any persons that are not parties hereto other than as expressly set forth in this Agreement.

(e)          No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.5 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.1 shall be null and void.

5.2           Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

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

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

5.5           Notices. All notices, requests, and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 5.5. If notice is given to the Company, a copy shall also be sent (which copy shall not constitute notice) to:

Norton Rose Fulbright

1301 McKinney, Suite 5100

Houston, TX 77010-3095

Attn: Charles Powell

Facsimile: (713) 651-5246

Email: Charles.powell@nortonrosefulbright.com

5.6           Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided, that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Holder without the written consent of such Holder, unless such amendment, termination, or waiver applies to all Holders in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 5.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

5.7           Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

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5.8           Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

5.9           Term and Termination. This Agreement shall terminate and the registration rights granted hereunder shall expire on the date that is ten (10) years after the Prospectus Date; provided, that such termination and expiration shall not affect registration rights exercised prior to such date.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

Glori Acquisition Corp.
By:
	Name:
	Title:

[SIGNATURE PAGE TO GLORI ACQUISITION CORP.

REGISTRATION RIGHTS AGREEMENT]

HOLDERS WHO ARE NATURAL PERSONS

(i.e., individuals):

By:

Name:

HOLDERS WHO ARE NOT NATURAL

PERSONS (i.e., corporations, limited liability

companies, partnerships, trusts or other

entities):

Name of Entity:   

By:
	Name:
	Title:

[SIGNATURE PAGE TO GLORI ACQUISITION CORP.

REGISTRATION RIGHTS AGREEMENT]

SCHEDULE A

HOLDERS

EX-4.5

Exhibit 4.5

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the "Parent"), Glori Acquisition Corp., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

WHEREAS:

A. Certain of the Buyers are sponsors and shareholders (or affiliates of such sponsors and shareholders) of Parent, which will enter into that certain Merger and Share Exchange Agreement (the “Merger Agreement”) by and between, among others, Parent, the Company and Glori Energy Inc., a Delaware corporation (the “Target”), pursuant to which, among other things, (i) Parent will be redomesticated through a merger (the “Redomestication Merger”) with and into the Company, with the Company as the surviving corporation, and (ii) Target will become a wholly-owned subsidiary of the Company through a merger (the “Transaction Merger” and, together with the Redomestication Merger, the “Transactions”) with and into Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with Target as the surviving corporation.

B. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

C. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that number of shares (the "Firm Shares") of common stock of the Company (“Common Stock”) set forth opposite such Buyer's name in column (3) of the Schedule of Buyers attached hereto (the "Schedule of Buyers") and (ii) that number of Additional Shares (subject to the Minimum Additional Share Commitment) as shall be determined in accordance with Section 1(a)(ii) below. The Firm Shares and the Additional Shares are referred to collectively herein as the “Shares”.

D. At the closing of the transactions contemplated by this Agreement, the parties hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights with respect to the Shares under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

1. PURCHASE AND SALE OF THE SHARES.

(a) Purchase of the Shares.

(i) Purchase. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company: (a) that number of Firm Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers; and (b) that number of Additional Shares to be purchased by such Buyer in accordance with Section 1(a)(ii).

(ii) Additional Shares. In addition to the Firm Shares, the Buyers may purchase up to an aggregate of 2,062,500 additional shares of Common Stock (the “Additional Shares”); provided, however, that the Buyers shall be obligated to purchase at the Initial Closing (as defined below) an aggregate number of Additional Shares equal to the Minimum Additional Share Commitment. The manner in which the Minimum Additional Share Commitment is allocated among the Buyers shall be determined by the Buyers in their sole discretion and shall be communicated to Parent and the Company in writing on or before the Initial Closing Date (the “Initial Closing Buyer Schedule”); provided, however, that in the event the Buyers are unable to agree on the manner in which any Additional Shares required to meet the Minimum Additional Share Commitment are allocated among the Buyers, then the Minimum Additional Share Commitment shall be allocated as follows: (A) up to the first 875,000 Additional Shares required to satisfy the Minimum Additional Share Commitment shall be allocated 50% to the Infinity Buyers (as defined on Schedule A-1) in the manner set forth on Schedule A-1 and 50% to the Hicks Buyers (as defined on Schedule A-2) in the manner set forth on Schedule A-2; and (B) thereafter until the Minimum Additional Share Commitment has been satisfied, 100% to the Infinity Buyers in the manner set forth on Schedule A-1. In no event shall any Buyer (except for the Infinity Buyers and the Hicks Buyers pursuant to the preceding sentence) be obligated to purchase any Additional Shares without the consent of such Buyer. The “Minimum Additional Share Commitment” shall be that aggregate number of whole shares of Common Stock that may be purchased, at $8.00 per share, for an aggregate purchase price equal to the Shortfall Amount. The “Shortfall Amount” shall be an amount equal to (x) $25.0 million, minus (y) the net proceeds that would remain in the Trust Account (as defined in the Merger Agreement) after the payment in full by Parent to its stockholders in consideration for all of the ordinary shares, no par value per share (“Ordinary Shares”) validly tendered and not validly withdrawn pursuant to the Share Tender Offer (as defined in the Merger Agreement), prior to the payment by Parent of its Expenses and Taxes (in each case as defined in the Merger Agreement), minus (z) $8.5 million, but in no event shall the Shortfall Amount be less than zero. The number of Additional Shares not purchased at the Initial Closing as part of the Minimum Additional Share Commitment shall be referred to herein as the “Optional Shares”. The Company hereby grants to the Buyers an option to purchase all or any portion of the Optional Shares, which option shall be exercised, if at all, by the Buyers in their sole discretion on the eleventh (11^th) business day after the Initial Closing (the “Exercise Date”). The Buyers shall notify the Company in writing (the “Optional Share Closing Schedule”) on the Exercise Date of the number of Optional Shares, if any, that the Buyers intend to purchase on the Optional Share Closing Date (as defined below) and the manner in which such Optional Shares shall be allocated among the Buyers.

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(iii) Closings. The closing of the purchase of the Firm Shares and the Additional Shares required to meet the Minimum Additional Share Commitment (the “Initial Closing”) shall occur on such date and at such time so as to be concurrent with the effectiveness of the Transaction Merger, or such other date and time as is mutually agreed to by the Company and each Buyer, after notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Sections 6 and 7 below at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201. The date and time at which the Initial Closing is actually held is referred to herein as the “Initial Closing Date”. The closing of the purchase of the Optional Shares, if any (the “Optional Share Closing” and, together with the Initial Closing, the “Closings”), shall occur two (2) business days after the Exercise Date, or such other date and time as is mutually agreed to by the Company and each Buyer of Optional Shares, after notification of satisfaction (or waiver) of the applicable conditions to the Optional Share Closing set forth in Sections 6 and 7 below at the offices of Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201. The date and time at which the Optional Share Closing is actually held is referred to herein as the “Optional Share Closing Date” and, together with the Initial Closing Date, the “Closing Dates”).

(iv) Purchase Price. The aggregate purchase price for the Shares to be purchased by each Buyer at the Initial Closing (the "Initial Closing Purchase Price") shall be sum of (x) the amount set forth opposite such Buyer's name in column (4) of the Schedule of Buyers (the “Firm Share Purchase Price”), plus (y) that number of Additional Shares, if any, to be purchased by such Buyer as set forth in the Initial Closing Buyer Schedule multiplied by $8.00 per Additional Share (the “Minimum Additional Share Purchase Price”). At least three (3) days prior to the Initial Closing Date, each Buyer shall deposit its Firm Share Purchase Price with an escrow agent mutually acceptable to the Buyers and the Company (the “Escrow Agent”), and on or before the Initial Closing Date, each Buyer shall deposit its Minimum Additional Share Purchase Price with the Escrow Agent, which Escrow Agent shall hold all such funds in accordance with the terms of an Escrow Agreement to be entered into by and among the Escrow Agent, Buyers and the Company (the “Escrow Agreement”). The aggregate purchase price for the Optional Shares to be purchased by each Buyer at the Optional Share Closing (the "Optional Share Purchase Price" and, together with the Initial Closing Purchase Price, the “Purchase Price”) shall be that number of Optional Shares, if any, to be purchased by such Buyer as set forth in the Optional Closing Buyer Schedule multiplied by $8.00 per Optional Share.

(b) Form of Payment; Delivery of Shares.

(i) On the Initial Closing Date, (i) each Buyer shall instruct the Escrow Agent, in accordance with the terms of the Escrow Agreement, to deliver its Initial Closing Purchase Price to the Company for the Shares to be issued and sold to such Buyer at the Initial Closing, by wire transfer of immediately available funds for its Initial Closing Purchase Price in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each Buyer, at the option of such Buyer, either a certificate evidencing the Share to be purchased by such Buyer at the Initial Closing, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, or such Buyer’s Shares credited to book-entry accounts maintained by Continental Stock Transfer & Trust Company, the Company’s transfer agent (along with any successor transfer agent appointed from time to time, the “Transfer Agent”), in each case bearing the legend or restrictive notation set forth in Section 2(g) and meeting the requirements of the Company Charter (as defined below) and Company Bylaws (as defined below), free and clear of all liens, encumbrances and defects, other than transfer restrictions under the Company Charter and applicable state and federal securities laws. In the event the Initial Closing does not occur pursuant to the terms of this Agreement, the Escrow Agent will return each Buyer’s Initial Closing Purchase Price to such Buyer in accordance with the terms of the Escrow Agreement.

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(ii) On the Optional Share Closing Date, each Buyer purchasing Optional Shares shall deliver its Optional Share Purchase Price to the Company for the Optional Shares to be issued and sold to such Buyer at the Optional Share Closing, by wire transfer of immediately available funds for its Optional Share Purchase Price in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each Buyer, at the option of such Buyer, either a certificate evidencing such Buyer’s Optional Shares, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, or such Buyer’s Optional Shares credited to book-entry accounts maintained by the Transfer Agent, in each case bearing the legend or restrictive notation set forth in Section 2(g) and meeting the requirements of the Company Charter and Company Bylaws, free and clear of all liens, encumbrances and defects, other than transfer restrictions under the Company Charter and applicable state and federal securities laws.

2. BUYER'S REPRESENTATIONS AND WARRANTIES.

Each Buyer represents and warrants with respect to only itself that:

(a) No Public Sale or Distribution. Such Buyer is acquiring the Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such Buyer is acquiring the Shares hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares.

(b) Accredited Investor Status. Such Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

(c) Reliance on Exemptions. Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire its Shares.

(d) Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained herein. Such Buyer understands that its investment in the Shares involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares.

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(e) No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(f) Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company, at the Company’s expense, an opinion of counsel, in a generally acceptable form, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, "Rule 144"); (ii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person (as defined in Section 3(s)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g) Legends. Such Buyer understands that until such time as the resale of the Shares has been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Shares, except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with, at the Company’s expense, an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

(h) Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, when executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(i) No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

(j) Residency; Domicile. Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers. The investment advisor making the investment decisions for such Buyer is domiciled in that jurisdiction specified below its address on the Schedule of Buyers.

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3. REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY.

Each of Parent and the Company represents and warrants to each of the Buyers that:

(a) Organization and Qualification. Each of Parent and the Company and its respective "Subsidiaries" (which for purposes of this Agreement means any entity in which Parent or the Company, as the case may be, directly or indirectly, owns capital stock or holds an equity or similar interest) are entities duly organized and validly existing in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted. Each of Parent, the Company and their respective Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, "Material Adverse Effect" means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of Parent, the Company and their respective Subsidiaries, taken as a whole, or on the transactions contemplated hereby and the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of Parent or the Company to perform its respective obligations under the Transaction Documents (as defined below).

(b) Authorization; Enforcement; Validity. Each of Parent and the Company has the requisite power and authority to enter into and perform its respective obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and the Company has the requisite power and authority to issue the Shares in accordance with the terms of this Agreement and the other Transaction Documents. The execution and delivery of the Transaction Documents by Parent and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by Parent's Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by Parent, its Board of Directors or its stockholders in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Shares have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly executed and delivered by each of Parent and the Company, and constitute the legal, valid and binding obligations of each of Parent and the Company, enforceable against Parent and the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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(c) Issuance of Shares. The issuance of the Shares has been duly authorized and, when the Shares have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, the Shares will have been validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The offer and issuance by the Company of the Shares is exempt from registration under the 1933 Act.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by Parent and the Company and the consummation by Parent and the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Shares, will not (i) result in a violation of the terms of any Charter Document (as defined below) or any capital stock of Parent or the Company or any of their respective Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Parent, the Company or any of their respective Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market or such other securities exchange or quotation system upon which the securities of Parent or the Company may be listed or quoted, which may include The OTC Bulletin Board (the "Principal Market")) applicable to Parent, the Company or any of their respective Subsidiaries or by which any property or asset of Parent, the Company or any of their respective Subsidiaries is bound or affected.

(e) Consents. Neither Parent nor the Company is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which Parent or the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Initial Closing Date, and Parent, the Company and their respective Subsidiaries are unaware of any facts or circumstances which might prevent Parent or the Company from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. Neither Parent nor the Company is in violation of the listing requirements of the Principal Market and has no knowledge of any facts which would reasonably lead to delisting or suspension of any securities of Parent or the Company, as the case may be, in the foreseeable future.

(f) [Reserved]

(g) No General Solicitation; Brokers. Neither Parent, the Company, nor any of their respective affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent, the Company or their respective Subsidiaries.

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(h) No Integrated Offering. None of Parent, the Company, their respective Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the Shares to be integrated with prior offerings by Parent or the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of Parent, the Company, their respective Subsidiaries, their affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Shares under the 1933 Act or cause the offering of the Shares to be integrated with other offerings.

(i) Dilutive Effect. Each of Parent and the Company understands and acknowledges that the Company’s obligation to issue the Shares in accordance with this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(j) Application of Takeover Protections; Rights Agreement. Each of Parent and the Company and their respective boards of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Charter Documents or the laws of the jurisdiction of formation of Parent or the Company which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Shares and any Buyer's ownership of the Shares. Neither Parent nor the Company has adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

(k) SEC Documents; Financial Statements. Since its formation, Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Parent has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, 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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of Parent or the Company to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

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(l) Absence of Certain Changes. Since September 30, 2013, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of Parent, the Company or their respective Subsidiaries. Since September 30, 2013, neither Parent nor the Company has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $50,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate, in excess of $50,000. Neither Parent nor the Company has taken any steps to seek protection pursuant to any bankruptcy law nor does Parent or the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

(m) No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Parent, the Company or their respective Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed under applicable securities laws on a registration statement on Form S-1 or Form F-1 filed with the SEC relating to an issuance and sale of securities by Parent or the Company and which has not been publicly announced.

(n) Conduct of Business; Regulatory Permits. None of Parent, the Company or any of their respective Subsidiaries is in violation of any term of or in default under any of the Charter Documents. None of Parent, the Company or any of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. Parent, the Company and their respective Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

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(o) Foreign Corrupt Practices. None of Parent, the Company or any of their respective Subsidiaries, nor any director, officer, agent, employee or other Person acting on behalf of Parent, the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, Parent or the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(p) Sarbanes-Oxley Act. Each of Parent and the Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect.

(q) Transactions With Affiliates. Except as set forth in the SEC Documents filed at least ten days prior to the date hereof, none of the officers, directors or employees of Parent or the Company is presently a party to any transaction with Parent, the Company or any of their respective Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of Parent and the Company, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

(r) Equity Capitalization.

(i) The authorized share capital of Parent consists of an unlimited number of Ordinary Shares and an unlimited number of preferred shares, no par value. As of the date hereof, (i) 7,187,500 Ordinary Shares are issued and outstanding, and (ii) no preferred shares are issued and outstanding. Parent issued 5,750,000 Parent Units (as defined in the Merger Agreement) in the IPO (as defined in the Merger Agreement). As of the date hereof, there are issued and outstanding a total of (i) 5,750,000 Parent Public Warrants (as defined in the Merger Agreement) issued as part of Parent Units in the IPO, (ii) 4,820,000 Parent Sponsor/EBC Warrants (as defined in the Merger Agreement) and (iii) the Parent UPO (as defined in the Merger Agreement) to purchase up to 500,000 shares of Ordinary Shares and 500,000 warrants of Parent. All outstanding Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of BVI Law, the Parent Charter (as defined below) or any contract to which the Parent is a party. None of the outstanding Parent Securities has been issued in violation of any applicable securities laws.

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(ii) Prior to giving effect to the transactions contemplated by the Merger Agreement: (a) the Company has an authorized capitalization of (I) 1,000 shares of Common Stock, of which 1,000 shares are issued and outstanding, and (II) no shares of preferred stock which are issued and outstanding, and (b) all of the issued and outstanding shares of Common Stock are owned by Parent. As of the date of this Agreement, the Company is a newly-formed entity with no operations, no contractual obligations and no assets or Liabilities (other than immaterial Liabilities incurred in connection with its formation). Other than the Company and Merger Sub, wholly-owned subsidiary of the Company formed for purposes of effectuating the Transaction Merger, neither Parent nor the Company, directly or indirectly, has any Subsidiaries or owns any equity interests in any other Person.

(iii) Upon the effectiveness of the Redomestication Merger (the “Redomestication Effective Time”), every issued and outstanding Parent Unit (as defined in the Merger Agreement) shall be automatically detached and the holder thereof shall be deemed to hold one Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every issued and outstanding Ordinary Share (other than any Ordinary Shares that are owned by Parent as treasury shares or any Ordinary Shares owned by any direct or indirect wholly owned Subsidiary of Parent, which shares shall be canceled and extinguished without any conversion thereof or payment therefor) shall be converted automatically into one share of Common Stock, following which, all Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing Ordinary Shares outstanding immediately prior to the Redomestication Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as provided in the Merger Agreement or by law. Each certificate previously evidencing Ordinary Shares shall be exchanged for a certificate representing the same number of shares of Common Stock upon the surrender of such certificate in accordance with the terms of the Merger Agreement.

(iv) At the Redomestication Effective Time, each Parent Public Warrant shall be converted into a Purchaser Public Warrant (as defined in the Merger Agreement). At the Redomestication Effective Time, the Parent Public Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Purchaser Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Parent Public Warrants (subject to amendments contemplated by the Merger Agreement). At or prior to the Redomestication Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Purchaser Public Warrants remain outstanding, a sufficient number of shares of Common Stock for delivery upon the exercise of such Purchaser Public Warrants.

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(v) At the Redomestication Effective Time, each Parent Sponsor/EBC Warrant shall be converted into a Purchaser Sponsor/EBC Warrant (as defined in the Merger Agreement). At the Redomestication Effective Time, the Parent Sponsor/EBC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Purchaser Sponsor/EBC Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Parent Sponsor/EBC Warrants (subject to amendments contemplated by the Merger Agreement). At or prior to the Redomestication Effective Time, the Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Purchaser Sponsor/EBC Warrants remain outstanding, a sufficient number of shares of Common Stock for delivery upon the exercise of such Purchaser Sponsor/EBC Warrants.

(vi) At the Redomestication Effective Time, the Parent UPO shall be terminated and cancelled in full and, in exchange therefor, Early Bird Capital, Inc., the holder thereof, shall receive 100,000 shares of Common Stock in accordance with the terms of the Parent UPO Termination Agreement (as defined in the Merger Agreement).

(vii) All of the outstanding securities of Parent and the Company have been, or upon issuance will be, validly issued and are fully paid and nonassessable. (i) None of Parent’s or the Company's share capital is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent or the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of Parent or the Company or any of their respective Subsidiaries, or contracts, commitments, understandings or arrangements by which Parent, the Company or any of their respective Subsidiaries is or may become bound to issue additional share capital of Parent, the Company or any of their respective Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of Parent, the Company or any of their respective Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Parent, the Company or any of their respective Subsidiaries or by which Parent, the Company or any of their respective Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with Parent or the Company; (v) there are no agreements or arrangements under which Parent, the Company or any of their respective Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except that certain Registration Rights Agreement, dated as of July 19, 2012, by and among Parent, certain of the Buyers and the other parties thereto); (vi) there are no outstanding securities or instruments of Parent, the Company or any of their respective Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent, the Company or any of their respective Subsidiaries is or may become bound to redeem a security of Parent, the Company or any of their respective Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; (viii) neither Parent nor the Company has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (ix) none of Parent, the Company or their respective Subsidiaries has any liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Parent’s, Company's or their respective Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. Parent has furnished to each Buyer true, correct and complete copies of Parent’s Amended and Restated Memorandum and Articles of Association, as amended and as in effect on the date hereof (the "Parent Certificate of Incorporation"), and the terms of all securities convertible into, or exercisable or exchangeable for, Ordinary Shares and the material rights of the holders thereof in respect thereto. The Company has furnished to each Buyer true, correct and complete copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Company Certificate of Incorporation"), and the Company's Bylaws, as amended and as in effect on the date hereof (the "Company Bylaws" and, together with the Parent Certificate of Incorporation, the Parent Bylaws, the Company Certificate of Incorporation and any similar organizational documents of any Subsidiary of Parent or the Company, the “Charter Documents”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

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(s) Indebtedness and Other Contracts. Except as disclosed in Parent’s SEC filings, neither Parent, the Company nor any of their respective Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) "Indebtedness" of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) "Contingent Obligation" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, other entity or organization or a government or any department or agency thereof.

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(t) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Parent or the Company, threatened against or affecting Parent, the Company, the Ordinary Shares, the Common Stock or any Subsidiaries of Parent or the Company or any of Parent’s, the Company's or their respective Subsidiaries' officers or directors in their capacities as such which would reasonably be expected to have a Material Adverse Effect on any of the foregoing.

(u) [Reserved]

(v) Employees and Employee Benefit Plans. None of the Parent or the Company (i) has any paid employees or (ii) maintains, or has liability of any kind whatsoever under, any Benefit Plans (as defined in the Merger Agreement).

(w) Real and Personal Property. Neither Parent nor the Company owns or leases any material real property or personal property.

(x) Intellectual Property Rights. None of the Parent, the Company or any of their respective Subsidiaries owns, licenses or otherwise has any right, title or interest in any material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets or other intellectual property rights.

(y) [Reserved]

(z) Subsidiary Rights. Each of Parent and the Company, as the case may be, has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by Parent or the Company, as the case may be.

(aa) Tax Status Parent (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Parent know of no basis for any such claim.

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(bb) Disclosure. Each of Parent and the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information other than as set forth in the following sentence. Each of Parent and the Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding Parent and the Company, their respective businesses and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of Parent or the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by Parent or the Company during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent, the Company or any of their respective Subsidiaries or any of their respective businesses, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent or the Company but which has not been so publicly announced or disclosed.

4. COVENANTS.

(a) Commercially Reasonable Efforts. Each party shall use its commercially reasonable efforts timely to satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b) Form D and Blue Sky. The Company agrees to file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Initial Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to the Buyers at the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the applicable Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or "Blue Sky" laws of the states of the United States following the Closing Dates.

(c) Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all the Shares (the "Reporting Period"), the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination.

(d) Use of Proceeds. Parent and the Company shall use the proceeds from the sale of the Shares in the manner set forth in Section 6.16 of the Merger Agreement. If either Closing does not occur (or is not capable of occurring) and a Buyer paid its Initial Closing Purchase Price or Optional Share Purchase Price, as the case may be, in advance of such Closing, the Company shall return the Initial Closing Purchase Price or Optional Share Purchase Price, as the case may be, paid to the Company to the applicable Buyers promptly and the Transfer Agent shall thereafter cancel the applicable Shares. Unless terminated in accordance with its terms before the Initial Closing, the Merger Agreement shall, subject to satisfaction or waiver (to the extent permitted herein) of all conditions to closing of the transactions contemplated thereby (including the Transaction Merger), be closed on substantially the terms set forth in the agreement provided to and reviewed by the Buyers with only such modifications or waivers as the Company reasonably determines do not materially adversely affect the Buyers (including in their capacity as stockholders of the Company), but expressly without any waiver of the condition that the representation contained in Section 8.3(c) of the Merger Agreement be true and correct on and as of the closing date thereunder.

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(e) Financial Information. The Company agrees to send the following to each Investor during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) business day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any interim reports or any consolidated balance sheets, income statements, stockholders' equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(f) Listing. The Company shall promptly secure the listing or quotation of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon the Principal Market (subject to official notice of issuance) and shall maintain such listing or quotation of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. Until the effectiveness of the Redomestication Merger, Parent will maintain the Ordinary Shares’ authorization for listing or quotation on the Principal Market and, following the Redomestication Merger, the Company shall maintain the Common Stock’s authorization for listing or quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g) Fees. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Shares to the Buyers.

(h) Pledge of Shares. The Company acknowledges and agrees that the Shares may be pledged by an Investor (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Shares. The pledge of Shares shall not be deemed to be a transfer, sale or assignment of the Shares hereunder, and no Investor effecting a pledge of Shares shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment of Shares to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Shares may reasonably request in connection with a pledge of the Shares to such pledgee by an Investor.

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(i) Short Selling Acknowledgement and Agreement. Each Buyer understands and acknowledges, severally and not jointly with any other Buyer, that the SEC currently takes the position that coverage of all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the 1934 Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers (“Short Sales”) of securities "against the box" prior to the effective date of a registration statement is a violation of Section 5 of the 1933 Act and of 1933 Act Compliance Disclosure Interpretation 239.10. Each Buyer agrees, severally and not jointly, that it will abide by such interpretation and will not engage in any Short Sales that result in the disposition of the Shares acquired hereunder by such Buyer until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared or deemed effective by the SEC or such Shares are no longer subject to any restrictions on resale.

(j) Disclosure of Transactions and Other Material Information. Parent shall file with the SEC a Form 6-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the Registration Rights Agreement) within the time period prescribed by the 1934 Act and the SEC for such a filing (including all attachments, the "6-K Filing"). From and after the filing of the 6-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 6-K Filing. The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 6-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

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(k) Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

(l) Sales by Infinity Buyers. Each of the Infinity Buyers and any of their respective Affiliates (as defined in the Merger Agreement) that acquires Shares under this Agreement agrees to notify the Company at least five (5) days before each sale of Shares.

5. TRANSFER AGENT INSTRUCTIONS.

The Company, at its sole expense, shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, to issue certificates or credit shares to book-entry accounts maintained by the Transfer Agent, in the name of each Buyer or its respective nominee(s), for the Shares issued at the applicable Closing, in form and substance reasonably satisfactory to the Buyers (the "Irrevocable Transfer Agent Instructions"). The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to the Transfer Agent, and that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Shares in accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to book-entry accounts maintained by the Transfer Agent, in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the Transfer Agent shall issue such Shares to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Shares to each Buyer at a Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

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(a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b) Such Buyer and each other Buyer shall have delivered to the Company the applicable Purchase Price for the Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase the Shares at a Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, except for those conditions that (as indicated below) need only be satisfied at or before the Initial Closing Date, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing Parent and the Company with prior written notice thereof:

(a) Parent and the Company shall have executed and delivered to such Buyer (A) each of the Transaction Documents and (B) the Shares being purchased by such Buyer at the Closing pursuant to this Agreement.

(b) At or before the Initial Closing Date, such Buyer shall have received the opinion of Ellenoff Grossman & Schole LLP, outside counsel to Parent and the Company, dated as of the Initial Closing Date, in form and substance satisfactory to such Buyer.

(c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent.

(d) At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer certificates evidencing the formation and good standing of Parent, the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Initial Closing Date.

(e) At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer certificates evidencing the qualification as a foreign corporation and good standing of Parent and the Company issued by the Secretary of State (or comparable office) of each jurisdiction in which Parent or the Company, as the case may be, conducts business, as of a date within 10 days of the Initial Closing Date.

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(f) At or before the Initial Closing Date, Parent shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Registrar of Corporate Affairs of the British Virgin Islands within ten (10) days of the Initial Closing Date, and the Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date.

(g) At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer a certificate, executed by the Secretary of each of Parent and the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by Parent’s Board of Directors and the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Charter Documents, each as in effect at the Initial Closing, in such form as is reasonably acceptable to the Buyers.

(h) The representations and warranties of Parent and the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and each of Parent and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Parent or the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of Parent and the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyers, in such form as is reasonably acceptable to the Buyers.

(i) At or before the Initial Closing Date, the Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date.

(j) At or before the Initial Closing Date, the Common Stock (I) shall be designated for quotation or listing on the Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing or quotation maintenance requirements of the Principal Market.

(k) At or before the Initial Closing Date, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares, including, without limitation, any approvals or notifications required by the Principal Market.

(l) The Principal Market shall have authorized the listing or quotation of the Shares and no notice of delisting (or notice that the listing or quotation of the Shares will be conditioned or delayed) shall have been received from the Principal Market by Parent or the Company.

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(o) No Material Adverse Effect shall have occurred and be continuing.

(p) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8. PRE-EMPTIVE RIGHT.

(a) Issuance of Additional Equity Securities. The Company hereby grants to each Buyer (in such capacity, each, a "Pre-emptive Stockholder") the right to purchase its Preemptive Right Allocation of any new Equity Securities (other than any Excluded Securities) (the "New Securities") that the Company may from time to time propose to issue or sell to any party within the two year period commencing on the Initial Closing Date or, if the Optional Share Closing occurs, the Optional Share Closing Date (such two-year period, the “Option Period”).

(b) Additional Issuance Notices. The Company shall give written notice (an "Issuance Notice") of any proposed issuance or sale described in Section 8(a) above to the Pre-emptive Stockholders within five days following any meeting of the board of directors of the Company held during the Option Period at which any such issuance or sale is approved (any such meeting, the “Approval Meeting”). The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities and shall set forth the material terms and conditions of the proposed issuance, including:

(i) the number and description of the New Securities proposed to be issued and the percentage of the Company's outstanding Equity Securities such issuance would represent;

(ii) the proposed issuance date, which shall be at least 20 days from the date of the Issuance Notice; and

(iii) the proposed purchase price per share.

(c) Exercise of Pre-emptive Rights. Each Pre-emptive Stockholder shall, for a period of 15 days following the receipt of an Issuance Notice (the "Exercise Period"), have the right to elect irrevocably to purchase its Preemptive Right Allocation of the New Securities at the purchase price set forth in the Issuance Notice by delivering a written notice to the Company. The closing of any purchase by any Pre-emptive Stockholder shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice; provided, however, that the closing of any purchase by any Pre-emptive Stockholder may be extended beyond the closing of the transaction in the Issuance Notice to the extent necessary to (i) obtain required Government Approvals and other required third party approvals or consents (and the Company and the Pre-emptive Stockholders shall use their respective commercially reasonable efforts to obtain such approvals) and (ii) permit the Pre-emptive Stockholders to complete their internal capital call process following the Exercise Period; provided, that the extension pursuant to this clause (ii) shall not exceed 60 days. For the avoidance of doubt, a Pre-emptive Stockholder shall be entitled to consummate any purchase of New Securities with respect to which the applicable Approval Meeting was held during the Option Period, regardless of whether the closing of the purchase occurs after the expiration of the Option Period.

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(d) Sales to the Prospective Buyer. If any Pre-emptive Stockholder fails to purchase its allotment of the New Securities prior to the expiration of the Exercise Period, the Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to which Pre-emptive Stockholders failed to exercise the option set forth in this Section 8 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced); provided, that (x) such issuance or sale is closed within 60 days after the expiration of the Exercise Period (subject to the extension of such 60 day period for a reasonable period of time to the extent necessary to obtain any Government Approvals) and (y) for the avoidance of doubt, the price at which the New Securities are sold is at least equal to or higher than the purchase price described in the Issuance Notice. In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 8.

(e) Closing of the Issuance. Upon the issuance of any New Securities in accordance with this Section 8, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities or shall have such New Securities credited to such Exercising Stockholder in book-entry accounts maintained by the Transfer Agent, which New Securities shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.

(f) Definitions. For purposes of this Section 8, the following terms shall have the following meanings:

(i) "Common Stock" means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefore, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

(ii) "Equity Securities" means any and all shares of Common Stock and any securities of the Company convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.

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(iii) "Excluded Securities" means Equity Securities issued in connection with: (a) a grant to any existing or prospective consultants, employees, officers or directors of the Company pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into shares of Common Stock, or the exercise of any options, warrants or other rights to acquire such shares; (c) any acquisition by the Company of the stock, assets, properties or business of any Person; (d) any merger, consolidation or other business combination involving the Company; (e) a stock split, stock dividend or any similar recapitalization.; or (f) any other transaction or series of related transactions in which the aggregate consideration for such Equity Securities (whether paid in cash or otherwise) does not exceed $100,000.

(iv) “Founder Shares” means those certain 1,437,500 Ordinary Shares of Parent originally issued to certain of the Buyers in a private placement in connection with Parent’s initial public offering.

(v) "Government Approval" means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Government Authority, the giving notice to or registration with any Government Authority or any other action in respect of any Government Authority.

(vi) "Government Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

(vii) "Person" means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof.

(viii) "Preemptive Right Allocation" means, with respect to any Pre-emptive Stockholder, on any issuance date for New Securities, the number of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on such date and (ii) the fraction determined by dividing (x) the number of Shares purchased by such Pre-emptive Stockholder at the Closings (excluding, for the avoidance of doubt, any Founder Shares held by such Pre-emptive Stockholder) by (y) the total number of shares of Common Stock issued and outstanding immediately following the Closings and the effectiveness of the Transaction Merger on a undiluted basis (excluding the Founder Shares).

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9. TERMINATION.

(a) (i) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closings by the written consent of Buyers representing a majority of the aggregate Purchase Prices upon a breach in any material respect by Parent or the Company of any covenant or agreement set forth in this Agreement that could reasonably be expected to have a Material Adverse Effect; provided, that, such breach is not cured within 30 days after written notice by any Buyer to Parent and the Company; provided, further, that none of such Buyers have breached in any material respect any covenant or agreement set forth in this Agreement. (ii) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closings by Parent and the Company, jointly, upon a breach in any material respect by Buyers representing a majority of the aggregate Purchase Prices of any of their covenants or agreements set forth in this Agreement; provided, that, such breach is not cured within 30 days after written notice by Parent and the Company to such Buyers; provided, further, that the Company shall not have breached in any material respect any covenant or agreement set forth in this Agreement.

(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closings: (i) if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any governmental authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; (ii) upon the termination of the Merger Agreement; or (iii) if the Initial Closing shall not have occurred by April 25, 2014, provided, however, that if, in the case of Parent or the Company, Parent’s or the Company’s, or, in the case of the Buyers, a Buyer’s, material breach of any of its representations, warranties or covenants in this Agreement proximately caused a Closing not to have been consummated on or before such date, then this Agreement may only be terminated by Buyer’s representing a majority of the aggregate Purchase Prices (in the case of a Parent or Company breach) or by Parent and the Company (in the case of a Buyer breach) by the delivery of written notice of such election under this Section 9(b)(iii) to the other parties hereto.

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10. TRUST FUND WAIVER. Reference is made to the final prospectus of Parent, dated and filed with the SEC on July 19, 2012 (File No. 333-173575) (the “IPO Prospectus”). Each Buyer warrants and represents that it has read the IPO Prospectus and understands that Parent has established the Trust Account containing the proceeds of the IPO and certain additional proceeds (including interest accrued from time to time thereon) initially in an amount of $46,000,000 for the benefit of Parent’s public stockholders (including overallotment shares acquired by the underwriters of the IPO) (the “Public Stockholders”) and that, except as otherwise described in the IPO Prospectus, Parent may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their Ordinary Shares in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”), (ii) to the Public Stockholders if Parent fails to either (A) execute a definitive agreement for a Business Combination within eighteen (18) months after the closing of the IPO or (B) consummate a Business Combination within twenty (21) months after the closing of the IPO, and (iii) to Parent after or concurrently with the consummation of its Business Combination. For and in consideration of Parent entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Buyer hereby agrees that it does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between Parent (or its Affiliates) and such Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Each Buyer hereby irrevocably waives any Released Claims it may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Parent or its Affiliates and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement). Each Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Parent and its Affiliates to induce them to enter in this Agreement, and such Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law. To the extent any Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Affiliates, which proceeding seeks, in whole or in part, monetary relief against Parent or its Affiliates, each Buyer hereby acknowledges and agrees its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Buyer (or any party claiming on such Buyer’s behalf or in lieu of such Buyer) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that a Buyer commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Parent or its Affiliates which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, Parent and its Affiliates shall be entitled to recover from such Buyer the associated legal fees and costs in connection with any such action, in the event Parent or its Affiliate prevails in such action or proceeding.

11. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyers, Parent, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Parent or the Company, on one hand, nor any Buyer, on the other hand, makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of at least a majority of the aggregate number of Registrable Shares issued and issuable hereunder; provided, however, that the Buyers, without the consent of Parent or the Company, may amend the Schedule of Buyers (by written notice to Parent and the Company) to change the manner in which the Shares to be purchased at the Initial Closing are allocated among the Buyers although such an amendment may not increase or decrease the aggregate number of shares to be purchased by the Buyers at the Initial Closing. Any amendment to this Agreement made in conformity with the provisions of this Section 11(e) shall be binding on all Buyers and the other parties hereto. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents. Neither Parent nor the Company has, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

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If to Parent or the Company:

c/o Infinity-C.S.V.C. Management Ltd.

3 Azrieli Center (Triangle Tower)

42nd Floor, Tel Aviv, Israel, 67023

Attn: Mark Chess

Facsimile: 972-3-6075456

Email: MarkC@infinity-equity.com

Copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention: Stuart Neuhauser

Facsimile: (212) 370-7889

Email: sneuhauser@egsllp.com

If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer's representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201

Attention: Robert W. Dockery

Facsimile: (214) 969-3434

Email: rdockery@akingump.com

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither Parent nor the Company shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder. A Buyer may assign some or all of its rights hereunder without the consent of Parent or the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

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(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. Unless this Agreement is terminated under Section 9, the representations and warranties of Parent and the Company and the Buyers contained in Sections 2 and 3, respectively, and the agreements and covenants set forth in Sections 4, 5, 10 and 11 shall survive the Closings. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification. In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Shares thereunder and in addition to all of Parent’s and the Company's other obligations under the Transaction Documents, Parent and the Company, jointly and severally, shall defend, protect, indemnify and hold harmless each Buyer and each other holder of the Shares and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by Parent or the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Parent or the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of Parent or the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares, (iii) any disclosure made by such Buyer pursuant to Section 4(j), or (iv) the status of such Buyer or holder of the Shares as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by Parent or the Company may be unenforceable for any reason, Parent and/or the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 11(k) shall be the same as those set forth in Section 7 of the Registration Rights Agreement. Notwithstanding the foregoing, (x) the aggregate amount of Indemnified Liabilities of each Buyer for which Parent and/or Company shall be liable pursuant to this Section 11(k) shall not exceed the Purchase Price by such Buyer, and the aggregate Indemnified Liabilities for which Parent and/or the Company shall be liable pursuant to this to this Section 11(k) shall not exceed the aggregate Purchase Prices and (y)  neither the Parent nor the Company shall be liable under this Section 11(k) for consequential, exemplary, or punitive damages, except for consequential, exemplary, or punitive damages arising from third-party claims subject to indemnification under this Agreement.

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(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m) Remedies. Each Buyer and each holder of the Shares shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, each of Parent and the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. Each of Parent and the Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided for in this Section 11 are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(n) Payment Set Aside. To the extent that Parent or the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to Parent or the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(o) Independent Nature of Buyers' Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

PARENT:
INFINITY CROSS BORDER ACQUISITION CORPORATION
By:	/s/ Mark Chess
	Name:	Mark Chess
	Title:	Executive Vice President

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
GLORI ACQUISITION CORP.
By:	/s/ Mark Chess
	Name:	Mark Chess
	Title:	President

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
HH ENERGY GROUP, LP
By:	HEP-INXB LLC, its general partner
By:	/s/ Lori K. McCutcheon
	Name:	Lori K. McCutcheon
	Title:	EVP

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYERS:
INFINITY I-CHINA FUND (CAYMAN) L.P.
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner
INFINITY I-CHINA FUND (ISRAEL) L.P.
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner
INFINITY I-CHINA FUND (ISRAEL 2) L.P.
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner
INFINITY I-CHINA FUND (ISRAEL 3) L.P.
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

LEON RECANATI

/s/ Leon Recanati

Leon Recanati

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
PETRO-HUNT, L.L.C.
By:	/s/ B.W. Hunt
Name:	B.W. Hunt
Title:	President

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

/s/ Kenneth F. Yontz

Kenneth F. Yontz

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
OAK STREAM INVESTORS III, LTD
By:	/s/ J.D. Furst
Name:	J.D. Furst
Title:

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

/s/ Jerry M. Meyer

Jerry M. Meyer

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

/s/ Carter Meyer

Carter Meyer

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
BIG COUNTRY INTERESTS, LLC
By:	/s/ Eric M. Swanson
Name:	Eric M. Swanson
Title:	Manager

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
DALE EXPLORATION, LLC
By:	/s/ Cody Mills
Name:	Cody Mills
Title:	Vice President

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
HOAK PUBLIC EQUITIES, LP
By:	Hoak Fund Management LP, its general partner
By:	Hoak & Co., its general partner
By:	/s/ J. Hale Hoak
Name:	J. Hale Hoak
Title:	President

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
GREENWOOD CAPITAL, LLC
By:	/s/ Brandon Bean
Name:	Brandon Bean
Title:	Vice President

[Signature Page to Share Purchase Agreement] 

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
ROCKWELL TRUST
By:	/s/ Matthew Bluhm
Name:	Matthew Bluhm
Title:	Trustee

[Signature Page to Share Purchase Agreement] 

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
KWL MINERALS, LTD.
By:	/s/ Tyler Leon
Name:	Tyler Leon
Title:	Vice President

[Signature Page to Share Purchase Agreement] 

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

/s/ Daniel P. Fine

Daniel P. Fine

[Signature Page to Share Purchase Agreement] 

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:

/s/ James C. Musselman

James C. Musselman

[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, each Buyer, Parent and the Company have caused their respective signature page to this Share Purchase Agreement to be duly executed as of the date first written above.

BUYER:
A. G. HILL PARTNERS, LLC
By:	/s/ Tyree B. Miller
Name:	Tyree B. Miller
Title:	President

[Signature Page to Share Purchase Agreement]

SCHEDULE OF BUYERS

(1)	(2)	(3)		(4)		(5)	(6)
Buyer	Address and Facsimile Number	Number of Firm Shares		Aggregate Firm Share Purchase Price		Minimum Additional Share Commitment	Legal Representative's Address and Facsimile Number
HH Energy Group, LP	100 Crescent Court, Suite 1200 Dallas, Texas 75201 Attn: Lori K. McCutcheon Facsimile: (214) 615-2242 Residence: Delaware	187,500	$	1,500,000	$	1,500,000	Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Attention:  Robert W. Dockery Facsimile: (214) 969-3434 Telephone:  (214) 969-4316
Petro-Hunt, L.L.C.	1601 Elm Street, Suite 3400 Dallas, Texas 75201 Attn: David S. Hunt Facsimile: (214) 880-7101 E-mail: dshunt@petrohunt.com Residence: Delaware	250,000	$	2,000,000		-
Infinity I-China Fund (Cayman) L.P.	c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-6075456 Residence: Cayman Islands	291,875	$	2,335,000	$	2,335,000	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser Facsimile: (212) 370-7889
Infinity I-China Fund (Israel) L.P.	c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-6075456 Residence: Israel	148,750	$	1,190,000	$	1,190,000	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser Facsimile: (212) 370-7889
Infinity I-China Fund (Israel 2) L.P.	c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-6075456 Residence: Israel	127,500	$	1,020,000	$	1,020,000	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser Facsimile: (212) 370-7889
Infinity I-China Fund (Israel 3) L.P.	c/o Infinity-C.S.V.C. Management Ltd. 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 Attn: Mark Chess Facsimile: 972-6075456 Residence: Israel	56,875	$	455,000	$	455,000	Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser Facsimile: (212) 370-7889
Kenneth F. Yontz	74-465 Quail Lakes Dr. Indian Wells, California 92210 Facsimile: (760) 862-2173	-		-	$	1,000,000
Oak Stream Investors III, Ltd	Oak Stream Investors Attn: Mr. Jack Furst Providence Towers 5001 Spring Valley Road Suite 1040 E Dallas, Texas 75244	-		-	$	500,000
Jerry Meyer	2828 Harwood Suite 1220 Dallas, Texas 75201	-		-	$	450,000
Carter Meyer	2828 Harwood Suite 1220 Dallas, Texas 75201	-		-	$	50,000
Leon Recanati	GlenRock Israel (ATTN: Asaf Iram) 85 Medinat Hayehudim St. Herzliya Business Park, 8th Floor Herzliya 46140	-		-		-
Big Country Interests, LLC	c/o Eric Swanson 3100 Monticello Ave. Suite 240 Dallas, Texas 75205	-		-		-
Dale Exploration, LLC	2100 Ross Ave Suite 1700 Dallas, Texas 75201	-		-		-
Hoak Public Equities, LP	c/o Hoak & Co. Reagan Place and Old Parkland 3963 Maple Ave., Suite 450 Dallas, Texas 75219	-		-		-
James C. Musselman	c/o Caelus Energy LLC 8401 N. Central Expressway Suite 400 Dallas, Texas 75225	-		-		-
A. G. Hill Partners, LLC	A. G. Hill Partners, LLC Attn: Mr. Ty Miller 47 Highland Park Village Suite 200 Dallas, Texas 75205	-		-		-
Greenwood Capital, LLC	4001 Maple Avenue Dallas, Texas 75219	-		-		-
Rockwell Trust	c/o Matthew Bluhm 700 Lloyd Place Winnetka, Illinois 60093	-		-		-
KWL Minerals, Ltd.		-		-		-
Daniel P. Fine	c/o Harvey Energy 3811 Turtle Creek Suite 2150 Dallas, Texas 75219	-		-		-

SCHEDULE A-1

INFINITY BUYERS

“Infinity Buyers” shall mean, collectively, Infinity I-China Fund (Cayman) L.P. (the “Fund”), Infinity I-China Fund (Israel) L.P. (“I1”), Infinity I-China Fund (Israel 2) L.P. (“I2”), Infinity I-China Fund (Israel 3) L.P. (“I3”).

In the event the Infinity Buyers are required to purchase Additional Shares to satisfy the Minimum Additional Share Commitment pursuant to Section 1(a)(ii) of the Agreement, such Additional Shares shall be allocated pro rata among the Infinity Buyers based their respective Minimum Additional Share Commitments as set forth in column (5) of the Schedule of Buyers.

SCHEDULE A-2

HICKS BUYERS

“Hicks Buyers” shall mean, collectively, HH Energy Group, LP (“Hicks”), Kenneth F. Yontz (“Yontz”), Oak Stream Investors III, Ltd (“Oak Stream”), Jerry Meyer (“J. Meyer”) and Carter Meyer (“C. Meyer”).

In the event the Hicks Buyers are required to purchase Additional Shares to satisfy the Minimum Additional Share Commitment pursuant to Section 1(a)(ii) of the Agreement, such Additional Shares shall be allocated (i) first, pro rata among Yontz, Oak Stream, J. Meyer and C. Meyer based their respective Minimum Additional Share Commitments as set forth in column (5) of the Schedule of Buyers, until each of Yontz, Oak Stream, J. Meyer and C. Meyer has funded its full Minimum Additional Share Commitment as set forth in column (5) of the Schedule of Buyers, and (ii) thereafter, 100% to Hicks.

EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT

[Attached]

EX-4.6

Exhibit 4.6

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_________], by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the "Parent"), Glori Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

WHEREAS:

A.           In connection with the Share Purchase Agreement by and among the parties hereto, dated as of January 7, 2014 (the "Share Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions set forth in the Share Purchase Agreement, to issue and sell to each Buyer (i) that number of shares (the "Firm Shares") of common stock of the Company (“Common Stock”) set forth opposite such Buyer's name in column (3) of the Schedule of Buyers attached to the Share Purchase Agreement and (ii) that number of Additional Shares as shall be determined in accordance with the terms and conditions of the Share Purchase Agreement.

B.           To induce the Buyers to execute and deliver the Share Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws.

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

1.           Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Share Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

a.           “Additional Shares” shall have the meaning set forth in the Share Purchase Agreement and, for the avoidance of doubt, shall include any Optional Shares (as defined in the Purchase Agreement).

b.           "Business Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

c.           "Closing Date" shall have the meaning set forth in the Share Purchase Agreement.

d.           "Effective Date" means the date a Registration Statement has been declared effective by the SEC.

e.           "Investor" means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 10 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 10.

f.           "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

g.           "register," "registered," and "registration" refer to a registration effected by preparing and filing one or more registration statements in compliance with the 1933 Act, including, without limitation, the Registration Statement (as defined below) or a Piggyback Registration Statement (as defined below), and the declaration or ordering of effectiveness of such registration statement(s) by the SEC.

h.           "Registrable Securities" means the Shares and any share capital of the Company issued or issuable with respect to the Shares as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise.

i.            "Registration Statement" means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities, including any post-effective amendments thereto and any related prospectuses or prospectus supplements.

j.            "Required Holders" means the holders of at least a majority of the Registrable Securities.

k.           "Required Registration Amount" means the number of Shares issued pursuant to the Share Purchase Agreement, all subject to adjustment as provided in Section 2(e).

l.            "Rule 415" means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.

m.          "SEC" means the United States Securities and Exchange Commission.

n.           "Shares" means the Firm Shares and the Additional Shares.

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2.           Registration.

a.           Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than 45 days after the Closing Date, file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least the number of Shares of Common Stock equal to the Required Registration Amount as of the date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Selling Shareholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable. For the avoidance of doubt, holders of Common Stock other than Registrable Securities shall not be barred from using their contractual registration rights (including, without limitation, the Option Registration Rights (as defined below) and those registration rights granted by the Glori Registration Rights Agreement (as defined below) and the Sponsor Registration Rights Agreement (as defined below)) to cause the Company to include their Common Stock in the Registration Statement filed pursuant to this Section 2(a).

b.           Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

c.           Legal Counsel. Subject to Section 6 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel"). The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company's obligations under this Agreement.

d.           Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

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e.           Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the trading day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.

f.           [Intentionally omitted]

g.           Demand.

i.            Subject to the provisions of Section 2.1(g)(iv), in the event the Registration Statement filed pursuant to Section 2.1(a) is either not effective or is otherwise not available to effect the Investor’s intended method of distribution, the Investors holding at least twenty-five percent (25%) of the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for registration of at least fifteen percent (15%) of the then outstanding number of Registrable Securities, which written demand shall describe the amount and type of securities to be included in such registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Investors of such demand, and each Investor who thereafter wishes to include all or a portion of such Investor’s Registrable Securities in a registration pursuant to a Demand Registration (each such Investor that includes all or a portion of such Investor’s Registrable Securities in such registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder to the Company, such Requesting Holder shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand Registration and the Company shall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, file a Registration Statement for the registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration and use its reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) registrations pursuant to a Demand Registration under this Section 2.1(g)(i) with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such registration have been sold.

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ii.         Notwithstanding the provisions of Section 2.1(g)(i), a registration pursuant to a Demand Registration shall not count as a registration unless and until (i) the Registration Statement filed with the SEC with respect to a registration pursuant to a Demand Registration has been declared effective by the SEC and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the SEC, federal or state court or any other governmental agency, the Registration Statement with respect to such registration shall be deemed not to have been declared effective unless and until (x) such stop order or injunction is removed, rescinded, or otherwise terminated, and (y) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such registration and accordingly notify the Company in writing; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

iii.         Subject to the provisions of Section 2.1(g)(iv), if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such registration shall be conditioned upon such Investor’s participation in such underwritten offering and the inclusion of such Investor’s Registrable Securities in such underwritten offering to the extent provided herein. All such Investors proposing to distribute their Registrable Securities through an underwritten offering under this Section 2.1(g)(iii) or through an underwritten offering under the Registration Statement to be filed pursuant to Section 2.1(a) shall enter into an underwriting agreement in customary form with the underwriter selected for such underwritten offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.         

iv.         If an underwritten offering is initiated pursuant to Section 2(g)(iii) or under the Registration Statement to be filed under Section 2.1(a), and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such offering would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration: (i) first, the number of Registrable Securities requested to be included therein by the Demanding Holders and the Requesting Holders, allocated pro rata among such holders or in such manner as they may otherwise agree; (ii), second, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities) pursuant to (A) the Glori Registration Rights Agreement (as defined below), (B) the Sponsor Registration Rights Agreement (as defined below), and (C) those certain contractual registration rights granted to the holders of Common Stock issued upon conversion of previously outstanding purchase options in connection with the Parent’s initial public offering (such registration rights, the “Option Registration Rights”), allocated among such holders described in clauses (A), (B), and (C) above pro rata or in such manner as they may agree; and (iii) third, the number of shares of Common Stock requested to be included therein by other holders of Common Stock (other than holders of Registrable Securities or holders described in clause (ii) above), including pursuant to written contractual registration rights, allocated among such holders pro rata or in such manner as they may agree.

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v.           A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any) pursuant to a registration under Section 2.1(g)(i) shall have the right to withdraw from a registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the underwriter (if any) of their intention to withdraw from such registration prior to the effectiveness of the Registration Statement filed with the SEC with respect to the registration of their Registrable Securities pursuant to such Demand Registration.

3.           Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d), 2(e) or 2(g), the Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a.           The Company shall submit to the SEC, after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without any restriction (volume or otherwise) pursuant to Rule 144 (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the "Registration Period"). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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 (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.

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b.           The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

c.           The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, and Reports on Form 10-Q and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.

d.           The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

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e.           The Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or "blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

f.           The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

g.           The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

h.           At the reasonable request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

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i.           The Company shall make available for inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

j.           The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

k.           The Company shall use its best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange or quotation system on which securities of the same class or series issued by the Company are then listed or quoted, if any, if the listing or quotation of such Registrable Securities is then permitted under the rules of such exchange or quotation system, which may include The OTC Bulletin Board, or (ii) if the Common Stock is not then listed or quoted, on a securities exchange or quotation system selected by the holders of at least a majority of such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).

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l.           The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

m.           Upon reasonable request by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

n.           The Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

o.           The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of a Registration Statement.

p.           The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

q.           Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

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r.           Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed five (5) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of twenty (20) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(f) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Shares of Common Stock to a transferee of an Investor in accordance with the terms of the Share Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement, prior to the Investor's receipt of the notice of a Grace Period and for which the Investor has not yet settled.

4.           Piggyback Registration.

a.           Whenever the Company proposes to register any shares of its Common Stock under the 1933 Act (other than a registration effected (i) by the Registration Statement, (ii) solely to implement an employee benefit plan or a transaction to which Rule 145 of the 1933 Act is applicable, or (iii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company, and the form of registration statement to be used may be used for any registration of Registrable Securities (a "Piggyback Registration", and the applicable registration statement, a “Piggyback Registration Statement”), the Company shall give prompt written notice (in any event no later than five (5) days prior to the filing of such Piggyback Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 4(b) and Section 4(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within three (3) days after the Company's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

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b.           If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities) pursuant to (A) that certain Registration Rights Agreement, dated as of [_____], by and among the Company and the holders party thereto (the “Glori Registration Rights Agreement”), (B) that certain Registration Rights Agreement, dated as of July 19, 2012, by and among Parent, certain of the Buyers and the other parties thereto (the “Sponsor Registration Rights Agreement”), and (C) the Option Registration Rights, allocated among such holders described in clauses (A), (B), and (C) above pro rata or in such manner as they may agree; and (iv) fourth, the number of shares of Common Stock requested to be included therein by other holders of Common Stock (other than holders of Registrable Securities or holders described in clause (iii) above), including pursuant to written contractual registration rights, allocated among such holders pro rata or in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register at least 30% of the securities to be included in any such registration.

c.           If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holders of Common Stock other than Registrable Securities who have initiated such registration, allocated pro rata among such holders or in such manner as they may otherwise agree; (ii), second, the number of shares of Common Stock requested to be included therein by the holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of Registrable Securities owned by all such holders or in such manner as they may otherwise agree, (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities) pursuant to (A) the Glori Registration Rights Agreement, (B) the Sponsor Registration Rights Agreement, and (C) the Option Registration Rights, allocated among such holders described in clauses (A), (B), and (C) above pro rata or in such manner as they may agree; and (iv) fourth, the number of shares of Common Stock requested to be included therein by other holders of Common Stock (other than holders of Registrable Securities or holders described in clause (ii) above), including pursuant to written contractual registration rights, allocated among such holders pro rata or in such manner as they may agree.

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d.           If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company, with the Investors’ consent, which shall not be unreasonably withheld, shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

5.           Obligations of the Investors.

a.           At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

b.           Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement.

c.           Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Shares of Common Stock to a transferee of an Investor in accordance with the terms of the Share Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Investor has not yet settled.

d.           Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

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6.           Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $15,000.

7.           Indemnification.

In the event any Registrable Securities are included in a Registration Statement or Piggyback Registration Statement under this Agreement:

a.           To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or Piggyback Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement or Piggyback Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or Piggyback Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations"). Subject to Section 7(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or a Piggyback Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(d), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it or failed to deliver the correct prospectus as required by the 1933 Act and such correct prospectus was timely made available pursuant to Section 3(d); (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 10.

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b.           In connection with any Registration Statement or Piggyback Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 7(a), the Company, each of its directors, each of its officers who signs the Registration Statement or Piggyback Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or Piggyback Registration Statement; and, subject to Section 7(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 7(b) and the agreement with respect to contribution contained in Section 8 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 7(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement or Piggyback Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 10. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

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c.           Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 7 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement or Piggyback Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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d.           The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

e.           The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

8.           Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement or Piggyback Registration Statement.

9.           Reports Under the 1934 Act.

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:

a.           make and keep public information available, as those terms are understood and defined in Rule 144;

b.           file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

c.           furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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10.         Assignment of Registration Rights.

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Share Purchase Agreement.

11.         Amendment of Registration Rights.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

12.         Preservation of Rights.

The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement; provided, that the Buyers acknowledge and agree that the rights granted pursuant to the Glori Registration Rights Agreement do not violate this Section 12.

13.         Miscellaneous.

a.           A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the such record owner of such Registrable Securities.

b.           Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

18

If to the Company:

c/o Infinity-C.S.V.C. Management Ltd.

3 Azrieli Center (Triangle Tower)

42nd Floor, Tel Aviv, Israel, 67023

Attn: Mark Chess

Facsimile: 972-3-6075456

Email: MarkC@infinity-equity.com

With a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention: Stuart Neuhauser

Facsimile: (212) 370-7889

Email: sneuhauser@egsllp.com

If to Legal Counsel:

Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201

Attention: Robert W. Dockery

Facsimile: (214) 969-3434

Email: rdockery@akingump.com

If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer's representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

c.           Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

19

d.           All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

e.           This Agreement, the other Transaction Documents (as defined in the Share Purchase Agreement) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f.           Subject to the requirements of Section 10, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

g.           The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h.           This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

i.           Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

20

j.           All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders.

k.           The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

l.           This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

m.           The obligations of each Buyer hereunder are several and not joint with the obligations of any other Buyer, and no provision of this Agreement is intended to confer any obligations on any Buyer vis-à-vis any other Buyer. Nothing contained herein, and no action taken by any Buyer pursuant hereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

* * * * * *

21

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:
GLORI ACQUISITION CORP.
By:
	Name:
	Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

BUYERS:
[___________________]
By:
	Name:
	Title:
[___________________]
By:
	Name:
	Title:
[___________________]
By:
	Name:
	Title:
[___________________]
By:
	Name:
	Title:

SCHEDULE OF BUYERS

Buyer Buyer's Address
and Facsimile Number Buyer's Representative's Address
and Facsimile Number

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

[Transfer Agent]

[Address]

Attention:

Re:    [Glori Acquisition Corp.]

Ladies and Gentlemen:

[We are][I am] counsel to [Glori Acquisition Corp.], a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Share Purchase Agreement (the "Share Purchase Agreement") entered into by and among the Company and the buyers named therein (collectively, the "Holders") pursuant to which the Company issued to the Holders certain shares of the Company's common stock (the "Common Stock"). Pursuant to the Share Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2014, the Company filed a Registration Statement on Form [S-3] (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling shareholder thereunder.

In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

This letter shall serve as our standing opinion to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders [as contemplated by the Company's Irrevocable Transfer].

Agent Instructions dated ________ __, 2014. This letter shall serve as our standing opinion with regard to this matter.

Very truly yours,

[ISSUER'S COUNSEL]

By:

CC: [LIST NAMES OF HOLDERS]

EXHIBIT B

SELLING SHAREHOLDERS

We are registering the shares of Common Stock being offered by the selling shareholders in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the purchase of these shares of Common Stock from the Company pursuant to that certain Share Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years other than relationships described in our filings with the Securities and Exchange Commission. For additional information regarding the issuance of the shares of Common Stock being offered by the selling stockholders, see "Private Placement of Shares of Common Stock" above.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling shareholders. The second column lists the number of shares of Common Stock beneficially owned by each selling shareholder, based on its ownership as of ________, 2014.

The third column lists the shares of Common Stock being offered by this prospectus by the selling shareholders. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Name of Selling Shareholder Number of Shares Owned
Prior to Offering Maximum Number of Shares
to be Sold Pursuant to this
Prospectus Number of Shares Owned
After Offering

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock to permit the resale of these shares of Common Stock by the holders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The selling shareholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in various transactions, which may involve crosses or block transactions, including the following:

· transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

· transactions in the over-the-counter market;

· transactions otherwise than on these exchanges or systems or in the over-the-counter market;

· through the writing of options, whether such options are listed on an options exchange or otherwise;

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· underwritten public offerings;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· short sales;

· sales pursuant to Rule 144;

· broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

If the selling shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be $[     ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

EX-4.7

Exhibit 4.7

AMENDMENT NO. 1 TO WARRANT AGREEMENT

This Amendment No. 1 to Warrant Agreement (“Amendment”) is made and entered into as of this ___________, 2014, between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement (“Warrant Agreement”) made as of July 19, 2012. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Warrant Agreement;

WHEREAS, the Company has entered into a Merger and Share Exchange Agreement, dated as of January 8, 2014 (“Merger Agreement”), with Glori Acquisition Corp., Glori Merger Subsidiary, Inc., a wholly-owned subsidiary of Glori Acquisition Corp. (“Merger Sub”), Glori Energy Inc., and Infinity-C.S.V.C. Management Ltd., pursuant to which: (a) the Company will merge with and into Glori Acquisition Corp., such that Glori Acquisition Corp. will be the surviving corporation; and (b) Merger Sub will merge with and into Glori Energy Inc., such that Glori Energy Inc. will be the surviving corporation (the “Business Combination”);

WHEREAS, pursuant to the Merger Agreement, the Company is required to amend certain provisions of the Warrant Agreement, which amendments shall become effective upon the closing of the Business Combination (the “Effective Date”); and

WHEREAS, holders of a majority of the Company’s outstanding warrants have consented to the amendments to the Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Amendment to Warrant Agreement. The parties agree that, as of the Effective Date, the Warrant Agreement is hereby amended as follows:

(a) The reference to “$7.00” in Section 3.1 of the Warrant Agreement is replaced with “$10.00”.

(b) The reference to “$10.50” in Section 6.1 of the Warrant Agreement is replaced with “$15.00”.

(c) The reference to “three (3) years” in Section 3.2 of the Warrant Ageement is replaced with “five (5) years”.

(d) The following is hereby added as Section 3.3.1(e) of the Warrant Agreement:

“during the thirty (30) day period commencing on the thirty-first (31^tst) day subsequent to the closing of the Business Combination, by surrendering the Warrants for that number of Ordinary Shares equal to one (1) Ordinary Share for every ten (10) Warrants so surrendered.”

(e) Section 4.4 of the Warrant Agreement is deleted in its entirety and replaced with the following new Section 4.4:

“In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than the Company’s initial Business Combination or a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.”

2. Miscellaneous.

2.1 Governing Law. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 of the Warrant Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

2.2 Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

2.3 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.4 Entire Agreement. This Amendment and the Warrant Agreement set forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth in this Amendment, the provisions of the Warrant Agreement which are not inconsistent with this Amendment shall remain in full force and effect. This Amendment may be executed in counterparts.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the day and year first written above.

INFINITY CROSS BORDER ACQUISITION CORPORATION

By:

Name:

Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

By:

Name:

Title:   

EX-4.8

Exhibit 4.8

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

PROMISSORY NOTE

Principal Amount:  $250,000.00 Date: January 8, 2014

Infinity Cross Border Acquisition Corporation, a blank check company formed as a British Virgin Islands business company with limited liability (“Maker”), promises to pay to the order of [___________]or its registered assigns or successors in interest(“Payee”), or order, the principal sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1.           Principal. The principal balance of this promissory note (this “Note”) shall be payable on the closing of the Maker’s initial business combination (the “Due Date”). The principal balance may be prepaid at any time.

2.           Interest. No interest shall accrue on the unpaid principal balance of this Note.

3.           Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4.           Events of Default. The following shall constitute an event of default (“Event of Default”):

(a)          Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Due Date.

(b)          Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)          Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5.           Remedies.

(a)          Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)          Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

6.           Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7.           Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

8.           Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

9.           Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

10.         Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.         Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by Maker and the proceeds of the sale of the warrants issued in a private placement (the “Insider Warrants”) were deposited upon consummation of the IPO, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

12.         Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

13.         Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

14.         Conversion.

(a)          At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion of the Note into that number of warrants (the “New Warrants”) equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 14, divided by (ii) $0.50, rounded up to the nearest whole number. Each New Warrant shall have the same terms and conditions as an Insider Warrant. The New Warrants, the ordinary shares of Payor underlying the New Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be entitled to the registration rights set forth in Section 15 hereof.

(b)          Upon any complete or partial conversion of the principal amount of this Note (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the New Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note described in Section 14(a), Maker shall deliver to Payee the New Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws.

(c)          The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the New Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion.

(d)          The New Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

15.         Registration Rights.

(a)          Reference is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated July 19, 2012 (the “Agreement”). All capitalized terms used in this Section 15 shall have the same meanings ascribed to them in the Agreement.

(b)          The holders (“Holders”) of the New Warrants (or the Warrant Shares) shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Agreement.

(c)          The Holders shall also be entitled to include the New Warrants (or the Warrant Shares) in Piggy-Back Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Agreement; provided, however, that in the event that an underwriter advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggy-Back Registration, the Holders shall not have any priority for inclusion in such Piggy-Back Registration.

(d)          Except as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Agreement.

16.         [________] Sponsor Note. Reference is made to that certain promissory note of the Maker of even date herewith pursuant to which the Maker has promised to pay to the order of [___________] or its registered assigns or successors in interest, or order, the principal sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) in lawful money of the United States of America, on the terms and conditions described therein, which are substantially identical to the terms and conditions hereof (the “[_______] Sponsor Note” and, together with this Note, the “Sponsor Notes”). It is intended that the Sponsor Notes, and the payees thereunder, be afforded equal treatment and, as such, the Maker shall not make any payment under either Sponsor Note without making an equal and simultaneous payment under the other Sponsor Note, and no amendments, waivers or other modifications shall be made to either Sponsor Note unless such amendments, waivers or modifications are also made to the other Sponsor Note, in either case on the terms and conditions of the applicable Sponsor Note.

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

INFINITY CROSS BORDER ACQUISITION CORPORATION
By:
	Name: Mark Chess
	Title:   Executive Vice President

EX-15.1

Tomorrow’s Oil From Yesterday’s Wells INVESTOR PRESENTATION January 2014

Confidential Forward Looking Statements and Tender Offer Information 1 Forward - Looking Statements This presentation contains forward - looking statements. Words such as “believe,” “expect,” “anticipate,” “project,” “target,” “o ptimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward - looking statements. Forward - looking statements relating to the proposed transaction discussed below include, bu t are not limited to: statements about the benefits of the proposed business combination (“Business Combination”) involving Infinity Cross Border Acquisition Corporation (“Infinity Cor p.” ) and Glori Energy Inc. (“ Glori ,” “we,” “our” or “us”), including future financial and operating results; Infinity Corp.’s and Glori’s plans, objectives, expectations and intentions; the expected timing of completion of the Business Combination; and other statements relating to the Business Combination that are not historical facts. Forward - looking statements involve estimates, exp ectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors cou ld cause actual results to differ materially from those indicated by such forward - looking statements. With respect to the Business Combination, such risks and uncertainties include, among many othe rs: ( i ) the risk that more than 4,750,000 Ordinary Shares (as defined below) will be validly tendered and not properly withdrawn prior to the expiration date of the Share Tender Offer (as de fined below) which would then cause Infinity Corp. to (a) be unable to satisfy the conditions of the Business Combination, (b) be unable to consummate the Business Combination and (c) withdraw the Share Tender Offer; (ii) the risk that governmental and regulatory review of the documents for the Share Tender Offer and the Warrant Tender Offer (as defined below) may delay the B usi ness Combination or result in the inability of the Business Combination to be consummated by April 25, 2014 and the length of time necessary to consummate the proposed Business Combinat ion ; (iii) the risk that a condition to consummation of the Business Combination may not be satisfied or waived; (iv) the risk that the anticipated benefits of the Business Combination may not be fully realized or may take longer to realize than expected; (v) the risk that any projections, including earnings, revenues, expenses, margins, or any other financial items are not real ize d; (vi) the ability to list and/or comply with Nasdaq’s continuing listing standards, including having the requisite number of round lot holders or stockholders; and (vii) the risk that the combined c omp any’s operations may be negatively impacted by such factors as: (a) competition and competitive factors in the markets in which Glori operates; (b) the expected cost of recovering oil using the AERO System; (c) demand for Glori’s AERO System and expectations regarding future projects; (d) adaptability of the AERO System and development of additional capabilities that w ill expand the types of oil fields to which Glori can apply its technology; (e) plans to acquire and develop additional non - producing end of life oil fields and low - producing late - life oil fie lds and the availability of debt and equity financing to fund any such acquisitions; (f) the percentage of the world’s reservoirs that are suitable for the AERO System; (g) the advantages of the A ERO System compared to other enhanced oil recovery methods; and (h) Glori’s ability to develop and maintain positive relationships with its customers and prospective customers. These risks, as well as o ther risks associated with the Business Combination, will be more fully discussed in the Schedule TO and related documentation and related registration statement that will be filed wi th the Securities and Exchange Commission (“SEC”) in connection with the Share Tender Offer and related transactions. Additional risks and uncertainties are identified and discussed in Infi nit y Corp.’s reports filed or to be filed with the SEC and available at the SEC's website at http://www.sec.gov. Forward - looking statements included in this report speak only as of the date of this report . Infinity Corp. and Glori undertake and assume no obligation, and do not intend, to update the forward - looking statements, except as required by law. Important Information about the Tender Offers The tender offer to purchase Infinity Corp.’s ordinary shares, no par value per share (the “Ordinary Shares”) by Infinity Cor p. (the “Share Tender Offer”) and the tender offer for Infinity Corp.’s warrants (the “Warrant Tender Offer,” and collectively with the Share Tender Offer, the “Tender Offers”) by certain of Infin ity ’s sponsors including Infinity I - China Fund (Cayman), L.P., Infinity I - China Fund (Israel), L.P., Infinity I - China Fund (Israel 2), L.P., and Infinity I - China Fund (Israel 3), L.P. (collectively, the “Infinity Funds”), described in this presentation are being made by Infinity Corp. and the Infinity Funds, respectively, and will be made only by means of Schedule TO’s (including offers to purchase, r ela ted letters of transmittal and other offer documents), which Infinity Corp. and the Infinity Funds, respectively, intend to file with the SEC. The description of any aspect of the he Tender Off ers in this presentation is not an offer to buy or the solicitation of an offer to sell securities. The Schedule TO’s and related documentation on the Tender Offers and the Business Combination as well as the interests of Infinity Corp.’s officers, directors, sponsors and affiliates and of EarlyBirdCapital , Inc. (“EBC”), the managing underwriter of Infinity Corp.’s initial public offering, in the successful consummation of the B usi ness Combination should be read carefully and considered before any decision is made with respect to the Tender Offers. These materials will be sent free of cha rge to all shareholders and warrantholders of Infinity Corp. when available. In addition, all of these materials (and all other materials filed by Infinity Corp. with the SEC) will be availab le at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed with the SEC by Infinity Corp. and the Infinity Funds by directing a request to Morrow & Co., LLC, Infinity Corp.’s information agent, at 470 West Avenue, 3rd Floor, Stamford, CT 06902, inxb.info@morrowco.com. Shareholders and warrantholders of Infinity Corp. are urged to read the documents for the Tender Offers and the other relevant materials when they become available before making any investment decision with respect to the Tender Off ers because such documents and materials will contain important information about the Tender Offers and the Business Combination . A

Confidential Agenda 2 Glori Energy Overview INXB / Glori Energy Combination Appendix

Confidential Glori Energy Overview 3

Confidential Opportunity Overview 4 Glori Energy is an energy technology company that deploys its proprietary biotechnology to enhance recovery of oil from producing reservoirs 2/3 of discovered oil remains in the reservoir after using today’s conventional oil and gas development technologies 2.4 trillion barrels of unrecovered reserves (1) A reverse merger into INXB will provide incremental capital to facilitate oil field acquisition opportunities _____________________ (1) Source : EIA International Energy Annual Report 2006 . Glori Energy technology can improve cash flow by 80% with just a 30% increase in production

Confidential Investment Highlights 5 Compelling Unit Economics ▪ Demonstrated 60 - 100% growth in oil production after 6 months of AERO TM implementation ▪ Enhanced Oil Recovery (EOR) technology with estimated recovery of an additional 9 - 12% of the Original Oil in Place (OOIP) ▪ Potential for increase in cash flows of +80% in Year 5 with AERO TM technology Proven & Proprietary Technology ▪ Proprietary AERO TM technology built on over 25 years of R&D ▪ Strong IP position with 2 patents assigned, 5 patent applications and 3 patents licensed ▪ Irrevocable royalty - free license granted by Statoil, an industry - leading multinational energy company present in 30+ countries Experienced Management, Board, Advisors & Investors ▪ Experienced management team with a proven track record ▪ Seasoned board members and advisors equipped to provide thought leadership ▪ Blue - chip investor base from leaders in the Energy industry Robust Acquisition Pipeline Generating Attractive Returns ▪ Substantial and growing pipeline of potential domestic oilfield acquisitions ▪ Acquisition growth strategy that captures rapidly growing / recurring revenues and cash flow ▪ Expected increase in ROI to >25% Large & Growing Market for Services ▪ > 1 trillion barrels of oil potentially available ▪ $65+ trillion value at $85 / barrel oil ▪ 8 billion barrels of annual production from candidate reservoirs worldwide

Confidential Experienced Management Team 6 STUART PAGE CEO MBA Harvard Business School BA, MA, Oxford University VICTOR PEREZ CFO MBA University of Texas BA Economics, Virginia Tech TOM HOLLAND SVP Acquisitions & Production BBA Petroleum Land Management, University of Oklahoma MICHAEL PAVIA CTO PhD Organic Chemistry, Penn BUD BIERHAUS SVP Business Development BS Civil Engineering, Purdue KEN NIMITZ SVP Operations MBA Duke University BA Mechanical Engineering, MIT VASTAR Westwin Energy Petrus Exploration

Confidential Expert Board, Advisors and Investors 7 Former President, Chevron Technology Former SVP - Technology Former Chief Biotechnologist Former Chief Biotechnology Officer Former Chairman and CEO Former EVP and CFO Global Energy Board Former CEO Sony America, Sony Media and Entertainment Selected Investors (1) Board and Advisors _____________________ (1) Partial list of the Company’s current investor base.

Confidential Proven and Proprietary Technology 8 Recognized by the Industry Glori Energy Ownership of Jointly Developed IP Statoil: Winner of National Petroleum Directorate IOR award in 2001 Deployment at Norne field anticipated to increase production by up to 30 million barrels over the life of the field Glori Energy / Statoil strategic partnership facilitates an accelerated technology development cycle to optimize biotech - based EOR Glori Energy scientists build on over 25 years of Statoil R&D. Additional contribution from Biotopics (Argentina), TERI (The Energy Research Institute), (India) and Winogradsky Institute of Microbiology (Russia) All required IP owned or controlled by Glori Energy Perpetual Irrevocable Royalty - Free License

Confidential AERO TM Demonstrated Results 9 1 10 100 1,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 550,000 Daily Average Oil Production (bbls/day) Cumulative Oil Production (bbls) Test Oil Rate Pre AERO Oil Forecast Post Aero Oil Rate Decline Fit Waterflood without AERO TM System AERO TM System Active Well Test Analysis – Company A Test Oil Rate Pre AERO Oil Forecast Post AERO Oil Rate Decline Fit _____________________ (1) Source: Company generated data.

Confidential Model Return Potential A Pre - AERO Production B Projected Production without AERO C Incremental Production due to AERO Today Time Economic Limit Barrels of Oil per Day Log Scale A B C AERO Start Projected Original Oil Projected Additional Oil 10 Post - AERO Start Comparative Production: Production without AERO: B = 1,500 Mbbls Production due to AERO: B + C = 3,300 Mbbls Illustrative Impact of AERO TM Technology B = 1,500 Mbbls C = 1,800 Mbbls _____________________ (1) Source: Company estimates for illustrative purposes only.

Confidential $92 $80 $50 $32 $6 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 Non-OPEC Marginal Cost Fracking / Horizontal Drilling Mainstream EOR USA AERO Proven Results: The AERO TM Advantage 11 Data aggregated from 9 responding wells in 4 projects Data ignores natural decline Includes only projects with 6 months of AERO data _____________________ (1) Source: Company data. (2) Source: Mackenzie, Kate. “Marginal Oil Costs are Heading Towards $100/barrel.” FT Alphaville , May 2, 2012. http ://ftalphaville.ft.com/2012/05/02/983171/marginal - oil - production - costs - are - heading - towards - 100barrel /. (2) 0 50 100 150 200 250 300 6 Months Pre AERO 6 Months AERO Oil Production Rate ( bopd ) Average of All Wells Impact of AERO on Oil Production (1) Estimated Production Costs Per Barrel ($ / bbl ) 62% Production Growth

Confidential Growing Pipeline of AERO TM Projects 12 North America Europe Russia/ Caspian Middle East Latin America Africa Asia Pacific Current operations Near - term expansion areas

Confidential Oil Assets Acquisition Strategy 13 What • Acquire mature producing fields that conform to AERO™ screening criteria • Upgrade, re - engineer and deploy AERO™ technology to increase production and upgrade reserves Why • Capture 100% of AERO™ - related production and increase in reserves upside • Enhanced returns using operating leverage • Result is a growing portfolio of producing properties, each with predictable revenue and cash flow streams, acquired at prices far below the value of the properties after the introduction of the AERO™ process

Confidential Illustrative Acquisition Example 14 Base Production AERO Production Year 1 – 5 Cumulative Operating Metrics Net Production ( Mbbls ) 710 978 Revenue $60.4 $83.1 EBITDA $37.3 $55.5 Acquisition Returns Analysis with AERO Production MOIC (1) 1.9x 4.2x Acquisition IRR (2) 17.1% 47.4% Acquisition Terms / Assumptions _____________________ (1) Multiple of Invested Capital (MOIC) calculated based on the ratio of cumulative cash flows after debt service to the initial equ ity investment. (2) Illustrates potential IRR achievable assuming example acquisition terms / assumptions. ($ in millions) Acquisition Cost: $42.5 Equity: $17.0 (40%) Debt: $25.5 (60%) Year 5 Exit EBITDA Multiple: 4.5x Oil Price: $85 Initial Production: 500 bbls / day Base LOE: $25 / Bbl AERO LOE: $6 / Bbl AERO Uplift : 30% AERO Start: 12 months after acquisition AERO Decline Rate : 5%

Confidential AERO TM Enhances Oilfield Asset Value 15 ($ in millions) $0.0 $5.0 $10.0 $15.0 Acquisition Year 5 EBITDA $42.5mm 4.5x $ 9.7mm EBITDA $26.9mm 4.5x $6.0mm EBITDA $48.3mm 4.5x $10.7mm EBITDA Base Base AERO An investor can potentially dispose of the oilfield asset 5 years later at a profit _____________________ (1) Source: Company estimates. Estimates for illustrative acquisition in fifth year after acquisition date.

Confidential Illustrative Potential Build - up From Acquisitions (1) 16 Acquisition Build - up Terms / Assumptions _____________________ (1) Illustrates potential financial outcome assuming illustrative acquisition example can be duplicated with two acquisitions per ye ar spaced six months apart. ($ in millions) $22 $55 $89 $121 $151 $14 $36 $59 $80 $100 $0 $40 $80 $120 $160 2014 2015 2016 2017 2018 Revenue EBITDA 2 Acquisitions per year from 2014 - 2018 Acquisition Cost: $42.5 • Equity : $17.0 (40%) • Debt: $25.5 (60%) Oil Price: $85 Initial Production: 500 bbls / day Base LOE: $25 / Bbl AERO LOE: $6 / Bbl AERO Uplift: 30% AERO Start: 12 months after acquisition AERO Decline Rate: 5% 2014 2015 2016 2017 2018 Pro forma average daily production (Bbls) 714 1,785 2,861 3,884 4,856 Pro forma base production (Bbls) 260,775 579,026 881,493 1,164,605 1,435,628 Uplift production (Bbls) – 72,638 165,624 253,215 336,792 Total production (Bbls) 260,775 651,664 1,047,117 1,417,820 1,772,421 Revenue $22,166 $55,391 $89,005 $120,515 $150,656 Lease operating expense 7,451 17,042 26,321 35,011 43,327 Severance taxes 1,020 2,548 4,094 5,544 6,930 EBITDA $13,696 $35,802 $58,589 $79,960 $100,398 Summary Overview

Confidential Acquisition Target Development 17 12 months “reservoir up” data research and analysis Developed attribute based list of potential acquisition targets based on gross reservoir parameters • Data sources: IHS, Drillinginfo , TRRC, BEG, other public and proprietary data sets • Academic papers and geological analyses • Consultants with localized knowledge and experience • Google searches Screening based on critical parameters Interpretations and analytics offshored to allow high volume throughput High - grade list and assess / interpret via internal resources Deal Flow Acquisition strategy focuses on pro - actively identifying properties that fit screening criteria for AERO deployment and making unsolicited offer to purchase Suitable candidates identified through reservoir up, detailed data analysis project • Attribute based acquisition target lists developed for East Texas, Illinois and DJ Basin • Focused deal generation team commissioned for DJ Basin > 200 actionable prospects under review in three basins Target Prospect Generation

Confidential INXB / Glori Energy Combination 18

Confidential Transaction Overview 19 Summary Glori Energy to become publicly traded upon reverse merger with Infinity Cross Border (Nasdaq: INXB) Total enterprise value of $181.7mm and equity value of $250.4mm (for combined companies) $77.9mm of cash (assuming no redemptions), $6.1mm of debt and $3.0mm of transaction fees Existing INXB public shareholders have the right to redeem their shares at $8 per share prior to the close of the merger Committed Sponsor Investments Hicks Holdings LLC and Infinity Equity (INXB sponsors) have committed to a private investment of $8.5mm to $17.0mm Hicks Holdings is led by Tom Hicks, who will be actively involved as a board member Infinity Equity is a cross border Private Equity Fund Use of Cash and Proceeds Cash will be used to fund redemptions, acquire oil producing assets and expand services contracts Timing Closing: Early April 2014

Confidential Implied Enterprise Value (for combined companies) $181.7__ Pro Forma Net Debt (1) (68.7)__ Pro Forma Equity Value ($8.00 times pro-forma shares) 250.4__ Shares Outstanding (2) 31.3__ Implied Share Price $8.00__ Transaction Terms Valuation Pro Forma Ownership (2) Illustrative Valuation Multiples Capitalization Glori Energy 73.5% Public 18.5% Sponsor 8.0% _____________________ (1) Represents net debt balance immediately following close of transaction including $77.9mm of cash, $6.1mm of debt and $3.0mm of transaction fees; $77.9mm of cash consists of $46.0mm existing SPAC cash (assuming no redemptions), $23.4mm of Glori Energy cash and $8.5mm from a PIPE investment of 1,062,500 shares. (2) Calculated based on total shares outstanding immediately following consummation of the reverse - merger. (3) Total shares and fully diluted shares include 100,000 shares to be issued upon conversion of underwriter purchase options. ($ in millions, except per share amounts) (Shares in millions) 20 Total FullyShares Warrants Diluted Shares Glori Energy 22.9 - 22.9 Public 5.8 5.8 11.5 Sponsor 2.5 4.8 7.3 Total (3) 31.3 10.5 41.8 P/E EBITDA Multiple 2015 7.0 - 8.0x 3.0 - 4.0x

Confidential Experienced Management, Board, Advisors & Investors Proven & Proprietary Technology Compelling Unit Economics Tomorrow’s Oil From Yesterday’s Wells Summary Highlights 21 Robust Acquisition Pipeline Generating Attractive Returns Large and Growing Market

Confidential FFinancial Financial Disclaimer CERTAIN OF GLORI’S FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION A RE UNAUDITED AND/OR WERE PREPARED BY GLORI AS A PRIVATE COMPANY AND DO NOT CONFORM TO SEC REGULATION S - X. FURTHERMORE, THEY INCLUDE CERTAIN FINANC IAL INFORMATION (EBITDA) NOT DERIVED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”). ACCORDINGLY, SUCH INFORMATION A ND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN INXB’S TENDER OFFER DOCUME NTS AND FILINGS WITH THE SEC. GLORI AND INXB BELIEVE THAT THE PRESENTATION OF NON - GAAP MEASURES PROVIDES INFORMATION THAT IS USEFUL TO INVESTORS AS IT INDICATES MORE CLEARLY THE ABILITY OF GLORI TO MEET CAPITAL EXPENDITURES AND WORKING CAPITAL REQUIREMENTS A ND OTHERWISE MEET ITS OBLIGATIONS AS THEY BECOME DUE. sclaimer CERTAIN OF GLORI’S FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION A RE UNAUDITED AND/OR WERE PREPARED BY GLORI AS A PRIVATE COMPANY AND DO NOT CONFORM TO SEC REGULATION S - X. FURTHERMORE, THEY INC LUDE CERTAIN FINANCIAL INFORMATION (EBITDA) NOT DERIVED IN ACCOR DANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”). ACCOR DINGLY, SUCH INFORMATION AND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN INXB’S TENDER OFFER DOCUMENTS AND FILINGS WITH THE SEC. GLORI AND INXB BELIEVE THAT THE PRESENTATION OF NON - GAAP MEASURES PRO VIDES INFORMATION THAT IS USEFUL TO INVESTORS AS IT INDICATES MORE CLEARLY THE ABI LITY OF GLORI TO MEET CAPITAL EXPENDITURES AND WORKING CAPITAL REQUIREMENTS A ND OTHERWISE MEET ITS OBLIGATIONS AS THEY BECOME DUE. 22 ▪ Financial Disclaimer

Confidential Appendix 23

Confidential The Initial Production Process 24 Initial oilfield production Waterflood recovery – initial Waterflood recovery – mature 1 2 3 Oil reservoir (porous sandstone) Production well Oil reservoir (porous sandstone) Injection well Production well Magnified view Sand grains Water pathway Trapped oil Injection well Production well Pathways Natural reservoir pressure reduces and recovery is aided by water forcing oil towards well bore • Sandstone is porous and permeable which allows for water/oil flow • Another 10 - 15% of original oil can be recovered Internal natural reservoir pressure forces oil toward well bore • 10 - 20 % of original oil is recovered Eventually water finds paths of least resistance to producer • Most injected water follows these paths and recovery greatly decreases

Confidential Implementing AERO TM Technology Activated Environment for Recovery of Oil 4 Micro New water flow Newly dislodged oil New water flow Microbial biomass Magnified view Injection well with AERO Production well Pathways are blocked • Some of the oil, water and microbes join to form a microbial biomass which changes flow patterns at a reservoir’s pore - throat level during waterflooding • This causes some pathways to be blocked increasing oil recovery Trapped oil is freed • The interfacial tension of the oil/water interface is greatly reduced which helps free trapped oil 25

Confidential Small Cap E&P Comparable Companies Share EBITDA Multiples EBITDA Estimates Company Ticker Price Market Cap Ent. Value 2013P 2014P 2015P 2016P 2013P 2014P 2015P 2016P Carrizo Oil & Gas Inc. CRZO $45.37 $2,060.8 $3,042.1 7.3x 5.8x 4.9x 4.4x $418.7 $521.4 $622.5 $699.2 Halcón Resources Corporation HK 3.77 1,563.0 4,567.1 7.1 5.9 4.9 4.1 641.0 769.6 924.6 1,115.4 Magnum Hunter Resources Corp. MHR 7.37 1,260.0 2,582.6 16.8 9.9 8.1 6.8 153.8 261.9 317.9 379.0 Rex Energy Corporation REXX 20.06 1,075.8 1,412.4 10.6 6.9 4.9 4.0 133.3 204.7 286.3 351.8 Comstock Resources Inc. CRK 18.58 886.0 1,541.5 4.6 3.4 2.8 3.0 333.8 448.6 546.6 522.2 Triangle Petroleum Corporation TPLM 8.97 768.0 966.8 7.8 4.5 3.1 2.6 123.7 214.9 307.0 379.1 Approach Resources, Inc. AREX 19.41 757.4 981.9 8.0 5.4 4.4 2.8 122.3 181.9 221.3 351.1 Swift Energy Co. SFY 13.88 602.3 1,722.6 4.7 4.4 4.3 N/A 370.2 395.8 398.4 N/A Forest Oil Corporation FST 3.72 432.5 2,045.7 6.4 8.2 6.9 N/A 322.1 248.7 297.3 N/A Abraxas Petroleum Corp. AXAS 3.39 313.5 419.2 8.0 6.2 6.3 N/A 52.7 67.3 66.7 N/A Callon Petroleum Company CPE 6.38 258.0 382.4 6.5 4.8 3.6 N/A 59.0 80.1 106.2 N/A Mean 8.0x 5.9x 4.9x 3.9x Median 7.3x 5.8x 4.9x 4.0x _____________________ Source: Capital IQ as of close on December 27, 2013. ($ in millions, except per share amounts) 26

Confidential Other Merger Terms 27 Lock - up Provisions All shares received by Glori Energy shareholders and warrantholders are locked up for one year (1) • 50 % of these shares are subject to early release once the stock price exceeds $9.60 for 20 of 30 trading days • 100% of these shares are subject to early release when the stock price exceeds $12.00 for 20 of 30 trading days Hicks Holdings and Infinity Equity (INXB sponsors) Founder shares are locked up for one year • These shares are subject to the same early release mechanisms as those held by Glori Energy shareholders and warrantholders The Glori Energy options which become INXB options are not exercisable for one year (2) Hicks Holdings and Infinity Equity (INXB sponsors) PIPE shares are not locked up _____________________ (1) One year lock - up provision applies to total shares which includes conversion of all Glori Energy warrants. (2) Except in connection with terminated employees.

EX-15.2

Exhibit 15.2

INFINITY CROSS BORDER ACQUISITION CORPORATION AND

GLORI ENERGY INC. TO MERGE IN $185 MILLION TRANSACTION

HOUSTON, DALLAS and TEL AVIV, January 8, 2014 — Infinity Cross Border Acquisition Corporation (Nasdaq: INXB) (“Infinity”), a special purpose acquisition company, and Glori Energy Inc. (“Glori”), an oil technology company that deploys its proprietary AERO™ System to significantly increase oil production from mature oil fields, announced today that they have entered into a merger and share exchange agreement (“Merger Agreement”) whereby Glori will become a publicly listed company through a merger with Infinity, in a transaction valued at approximately $185 million.

Following completion of the transaction, the new enterprise will be called Glori Energy Inc. and is expected to be listed on the Nasdaq Capital Market under the ticker symbol GLRI. Infinity’s sponsors are funds (the “Infinity Funds”) affiliated with Infinity Group, an $800 million private equity fund, and an affiliate of Hicks Equity Partners LLC, the private equity investment vehicle of the family of Thomas O. Hicks (“Hicks”). In connection with the transaction, Hicks, Infinity Group and other investors have agreed to purchase between $8.5 million and $25.0 million of common stock in Infinity, which purchase will be consummated at the closing of the transaction. Mr. Hicks has also joined the Board of Directors of Infinity. 

Capital from the transaction will be used by Glori to pursue a growth and value creation strategy of acquiring domestic active oil-producing assets for secondary oil recovery that are ideally positioned to benefit from Glori’s patent-pending Activated Environment for Recovery of Oil (AERO^™) System. In 2014, Glori expects to aggressively pursue the acquisition of oil properties.

Glori’s management team is led by CEO Stuart Page, a seasoned energy executive who led the commercialization of Glori’s AERO^™ System. Mr. Page will continue to serve as Glori’s CEO following the transaction. Mr. Mark Chess, managing director of Infinity Group, and Mr. Hicks will join Glori’s Board of Directors following the transaction.

Mr. Chess said, “We are fortunate to be merging with Glori and partnering with Hicks. We believe Glori's technology is well positioned to capture a significant portion of the enhanced oil recovery market. Our transaction will provide Glori the capital it needs to buy oil-producing properties and increase production at one of the world's lowest costs per barrel.  Glori’s profitable business model coupled with an extremely light environmental footprint impacts our double bottom line. Our partnership with Hicks has upgraded this opportunity to a new level. Tom and his team bring unparalleled insight, analysis and relationships to Glori.”  

Mr. Page said, "This opportunity with Infinity provides Glori with immediate access to the resources necessary to continue to execute on our growth strategy. These resources include the funds needed to acquire oil-producing assets that will benefit from the implementation of our proprietary AERO^™ System and expert board members with deep ties in the oil industry. In addition, we believe Infinity's relationships with participants in China's oil sector will provide us with opportunities to expand our technology services platform to that region.”

Mr. Hicks commented, “We are pleased to partner with Infinity Group and the Glori management team in this exciting transaction. We believe Glori is ideally positioned to succeed in the public markets. Led by an exceptional management team with extensive energy sector experience and success, Glori’s enhanced oil recovery technology has proven effective in its current and past implementations. The new capital we are investing, along with Glori’s strong and flexible balance sheet, will further enhance Glori’s operational, financial and investment potential.”

Glori’s mission is to efficiently recover the large quantities of oil that remain trapped in reservoirs around the world. Currently, only one-third of the oil discovered in a typical reservoir is recoverable using conventional technology. Glori’s AERO^™ System economically and sustainably increases oil production rates and ultimate recoverability by integrating biotechnology with traditional EOR techniques. The system uses nutrients to activate and sustain indigenous reservoir microbial life releasing trapped oil without the need for new infrastructure or large operating expenditures. AERO™ and its predecessor technologies have collectively produced millions of barrels of oil.

Under the terms of the Merger Agreement, Glori’s shareholders and warrant holders (including Kleiner Perkins Caufield & Byers, Oxford Biosciences Partners, GTI, Malaysian Life Sciences Capital Fund, Omzest and Energy Technology Ventures, a joint venture between ConocoPhilips, General Electric, and NRG Energy) will exchange their entire equity ownership in Glori for 22,953,432 restricted shares of Glori Acquisition Corp., a newly formed Delaware corporation that will be the sole stockholder of Glori upon the closing of the transaction and the new publicly traded entity (“Infinity Acquisition”). 688,803 of such shares (3% of the total merger consideration) will be set aside in escrow for one year after the closing of the transaction to satisfy any indemnification claims under the Merger Agreement. The shares to be issued to Glori’s shareholders and warrantholders will not be transferable for one year after the completion of the transaction, subject to early release in the event the closing price of the shares exceeds certain price targets or if certain of Infinity’s sponsors sell the shares that they are purchasing in connection with the transaction, as described above. In connection with the transaction, Infinity will redomesticate from the British Virgin Islands to Delaware by merging with Infinity Acquisition, with Infinity Acquisition surviving the merger.

Glori’s existing employee share options will be converted to Infinity Acquisition options that can be exercised no earlier than one year from the closing date of the transaction (except with respect to terminated employees). Additionally, in order to align the merger consideration received by the Glori optionholders and Glori stockholders, 3% of each replacement Infinity Acquisition option will be subject to potential forfeiture and an additional lockup arrangement preventing exercise, in each case, that is directly tied to the shares set aside in escrow from the merger consideration for indemnification obligations. Infinity currently has 7,187,500 shares, 5,750,000 public warrants and 4,820,000 insider warrants. Following completion of the transaction, holders of the public warrants will have an option to convert their warrants into shares at a 10:1 ratio during the 31^st to 60^th day following the closing of the transaction. In addition, Infinity Acquisition has the right to demand that the 4,820,000 insider warrants be converted into shares at a 10:1 ratio during that time period.

In connection with the Merger Agreement, Infinity obtained written consents from the holders of a majority of its outstanding warrants to approve an amendment to the warrant agreement to: (i) increase the exercise price from $7.00 to $10.00 per ordinary share, (ii) increase the redemption price from $10.50 to $15.00 per ordinary share, (iii) increase the term from three years following the consummation of a business combination to five years following the consummation of a business combination, (iv) delete the provision decreasing the exercise price in connection with certain transactions and (v) allow the warrants to be converted into common stock, on a ten warrants for one share basis, during the 30 day period commencing 31 days after the consummation of a business combination. These amendments will become effective upon the execution of an amendment to the warrant agreement in connection with the closing of the transaction.

As a condition to closing the transaction, Infinity will provide its current shareholders with the opportunity to redeem their ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account set up to hold the proceeds of Infinity’s initial public offering, less taxes, upon the consummation of the transaction. Infinity intends to conduct these redemptions without a stockholder vote and pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”). The tender offer documents to be filed with the SEC will contain substantially the same financial and other information about the transaction and the redemption rights as is required under the SEC’s proxy rules. The tender offer is expected to close simultaneously with the closing of the transaction.

In addition, the Infinity Funds will commence a tender offer to purchase up to 5,750,000 outstanding public warrants at $0.60 per warrant. The warrant tender offer is expected to close simultaneously with the closing of the transaction.

The boards of directors of both Infinity and Glori have unanimously approved the terms of the transaction. Completion of the transaction, which is expected late in the first quarter or early in the second quarter of 2014, is subject to customary closing conditions. Glori’s shareholders have approved the transaction while no approval is required for Infinity’s shareholders.

In connection with the transaction, Infinity’s sponsors and other investors agreed to purchase between $8.5 million and $25.0 million of shares of Infinity Acquisition’s common stock at $8.00 per share. The purpose of the investment is to ensure that Infinity meets the cash requirement in the Merger Agreement and to provide working capital for Glori’s operations. The investment will be consummated simultaneously with the closing of the transaction.

Additional information about the transaction, as well as information about Glori, will be included in the Form 6-K that Infinity will file with the SEC. Interested parties should visit the SEC website at http://www.sec.gov.

Goldman, Sachs. & Co. is serving as Glori’s financial advisor with respect to the transaction. Norton Rose Fulbright LLP served as Glori’s transaction counsel and Graubard Miller served as Glori’s special SPAC counsel.

Robert W. Baird & Co. Incorporated and Maxim Group LLC are providing financial advisory services to Infinity. EarlyBirdCapital, Inc. is serving as Infinity’s merger and acquisitions advisor. Ellenoff Grossman & Schole LLP served as Infinity’s transaction counsel.

Akin Gump Strauss Hauer & Feld LLP served as counsel to Hicks.

Meetings at the Goldman Sachs Energy Conference

Glori and Infinity management will be meeting with investors at the Goldman Sachs Energy Conference on January 8 and 9 at the InterContinental Hotel in Miami, Florida.

ABOUT GLORI ENERGY INC.

Based in Houston, Texas, Glori Energy is an oil technology company that applies its proprietary AERO^™ (Activated Environment for the Recovery of Oil) System to existing oil wells in order to increase oil production. Glori provides its AERO System as a service to oil producers in addition to applying it to strategically acquired oil fields currently using waterflood secondary recovery. The system optimizes nutrient composition and water quality to activate and sustain indigenous reservoir microbial life to loosen and free trapped oil. Glori’s AERO^™ technology is poised to have a significant impact in helping to supply the world’s energy needs. For more information visit: www.GloriEnergy.com.

ABOUT INFINITY CROSS BORDER ACQUISITION CORPORATION

Infinity Cross Border Acquisition Corp. (Nasdaq: INXB) is a blank check company co-sponsored by Infinity Group and Hicks Holdings LLC. Infinity Corp. held its IPO on July 25, 2012 and was established for the purpose of acquiring a growing business via a reverse merger.

ABOUT INFINITY GROUP

Infinity Group is a cross-border platform and private equity fund known for its strong roots in China. Infinity Group currently manages $800 million. It has 100 portfolio companies and 17 RMB joint venture funds throughout China, making Infinity the owner of more RMB funds than any other foreign PE fund in China.   Infinity to date has made 100 deals and 30 successful exits. Sectors of focus include: medical, agricultural, water, energy and high end manufacturing. Infinity is led by managing partners Mr. Amir Gal-Or and Mr. Avishai Silvershatz. For more information, please visit http://www.infinity-equity.com. 

ABOUT HICKS EQUITY PARTNERS

Hicks Equity Partners (HEP) is the private equity arm for Hicks Holdings LLC, a holding company for the Thomas O. Hicks family's assets. With 35 years of private equity experience, Mr. Hicks pioneered the "buy and build" strategy of investing and founded Hicks Muse Tate & Furst, which raised more than $12 billion of private equity across six funds and completed over $50 billion of leveraged acquisitions. HEP looks for established companies with proven track records, strong free cash flow characteristics, a strong competitive industry position and an experienced management team looking to partner with long-term capital.

FORWARD LOOKING STATEMENTS 

Any statements contained herein which are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements identified by or containing words like “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “potential,” “target,” “goal,” “plans,” “objective,” “should”, or similar expressions. All statements by us regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. Glori and Infinity Corp. give no assurances that the assumptions upon which such forward-looking statements are based will prove correct.  Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions (many of which are beyond our control), and are based on information currently available to us. Actual results may differ materially from those expressed herein due to many factors, including, without limitation: the risk that more than 4,750,000 of Infinity’s ordinary shares will be validly tendered and not properly withdrawn prior to the expiration of the tender offer for such shares (the “Tender Offer”) which would then cause it to (i) be unable to satisfy the conditions of the Tender Offer and the Merger Agreement, (ii) be unable to consummate the transaction, and (iii) withdraw the Tender Offer; the risk that governmental and regulatory review of the Tender Offer documents may delay the transaction or result in the inability of the transaction to be consummated by April 25, 2014 and the length of time necessary to consummate the transaction; the risk that a condition to consummation of the transaction may not be satisfied or waived; the risk that the anticipated benefits of the transaction may not be fully realized or may take longer to realize than expected; the risk that any projections, including earnings, revenues, expenses, margins, or any other financial items are not realized; the ability to list and comply with NASDAQ’s continuing listing standards, including having the requisite number of round lot holders or stockholders; competition and competitive factors in the markets in which Glori operates; the expected cost of recovering oil using the AERO System, demand for Glori’s AERO System and expectations regarding future projects; adaptability of the AERO System and development of additional capabilities that will expand the types of oil fields to which Glori can apply its technology; plans to acquire and develop additional non-producing end of life oil fields and low-producing late-life oil fields and the availability of debt and equity financing to fund any such acquisitions; the percentage of the world’s reservoirs that are suitable for the AERO System; the advantages of the AERO System compared to other enhanced oil recovery methods; and Glori’s ability to develop and maintain positive relationships with its customers and prospective customers.

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Form 6-K and Schedule TO (and any amendments thereto) to be filed by Infinity in connection with the transaction and the Tender Offer. Infinity and Glori undertake no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this release. 

Important Information about the Tender Offers

The tender offers for the outstanding securities of Infinity referred to herein have not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy Infinity securities will be made pursuant to an offer to purchase and related materials that Infinity intends to file with the SEC. At the time the offer is commenced, Infinity and the Infinity’s Funds, respectively, will each file tender offer statements on Schedule TO with the SEC.  The tender offer statements (including an offer to purchase, a related letter of transmittal and other offer documents) will contain important information that should be read carefully and considered before any decision is made with respect to the tender offers. These materials will be sent free of charge to all security holders of Infinity when available. In addition, all of these materials (and all other materials filed by Infinity with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.  Security holders may also obtain free copies of the documents filed with the SEC by Infinity by directing a request to: Morrow & Co., LLC, Infinity Corp.’s information agent, at 470 West Avenue, 3rd Floor, Stamford, CT 06902, inxb.info@morrowco.com. Security holders of Infinity are urged to read the tender offer documents and the other relevant materials when they become available before making any investment decision with respect to the tender offers because they will contain important information about the tender offers and the transaction.

Contacts:

Infinity Group

Marjie Hadad

International Media Liaison

+972-54-536-5220

marjie.hadad@infinity-equity.com

Hicks Equity Partners

Mark Semer

Kekst and Company

(212) 521-4802

mark-semer@kekst.com

Glori Energy

David Gerzof Richard

BIGfish Communications

(617) 713-3800

Glori@BIGfishMarket.com