EX-15.1 10 v364945_ex15-1.htm EXHIBIT 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( i ) the risk that more than 4,750,000 Ordinary Shares (as defined below) will be validly tendered and not properly withdrawn prior to the expiration date of the Share Tender Offer (as de fined below) which would then cause Infinity Corp.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.